Common use of When Company May Merge, Etc Clause in Contracts

When Company May Merge, Etc. Subject to Section 5.02, the Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, such other Person assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the sale, transfer, lease, conveyance Company or other disposition of all or substantially all any Person becoming the successor obligor of the properties Notes shall have a Consolidated Net Worth equal to or assets of one or more Subsidiaries greater than the Consolidated Net Worth of the Company immediately prior to another such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person other becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iv) shall not apply to a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company or one or more other any Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiaries of the Company, which properties or assetsoutstanding immediately after such transaction would, if held by the Company instead of Incurred at such Subsidiariestime, would constitute have been permitted to be Incurred (and all or substantially all of the consolidated properties or assets such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Subsidiaries, taken as a wholeRestricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to be the sale, transfer, lease, conveyance or other disposition have been Incurred) for all purposes of all or substantially all of the consolidated properties or assets of this Indenture; and (v) the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver delivers to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and an (iv)) and Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, in each case stating that the proposed transaction andsuch consolidation, if required, merger or transfer and such supplemental indenture comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (if anyiii) willand (iv) above do not apply if, upon consummation in the good faith determination of the proposed transactionBoard of Directors of the Company, comply with whose determination shall be evidenced by a Board Resolution, the applicable provisions principal purpose of this Indenturesuch transaction is to change the state of incorporation of the Company; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall will not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of AmericaMexico (including, any state of without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction of either such country and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the saleCompany, transfer, lease, conveyance or other disposition of all or substantially all any Person becoming the successor obligor of the properties Notes, could incur at least U.S.$1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iii) shall not apply to a consolidation or assets of one or more Subsidiaries merger of the Company to another Person with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such consolidation or merger, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (iv) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in each case stating that such consolidation, merger or one or more other Subsidiaries transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the jurisdiction of the consolidated properties or assets incorporation of the Company and its Subsidiaries, taken as or to incorporate the Company under the laws of a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all state of the consolidated properties or assets United States; and provided further that any such transaction shall not have as one of its purposes the evasion of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries))Person, whether in a single transaction or series of related transactions, unless (i)(xi) the Company is the continuing Person corporation or (y) such other Person is a corporation organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, and such other Person assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indentureexist. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the CompanyPerson, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as on a wholeconsolidated basis, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Officer’s Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Officer’s Certificate as to the absence of Defaults and Events of Default and other statements of factDefault) stating that the proposed transaction and, if required, and such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the 1998 Notes, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03 hereof; provided that this Indenture. For clause (iv) shall not apply to (x) a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company or any Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would, if Incurred at such time, have been permitted to be Incurred (and all such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Restricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to have been Incurred) for all purposes of this Section 5.01Indenture or (y) a consolidation, the sale, transfer, lease, conveyance merger or other disposition sale of all or substantially all of the properties or assets of one or more Subsidiaries of the Company if, immediately after giving effect to another Person other than such transaction on a pro forma basis, the Company or one any Person becoming the successor obligor of the Notes shall have a Consolidated Leverage Ratio equal to or more other Subsidiaries less than the Consolidated Leverage Ratio of the Company immediately prior to such transaction; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv) of this Section 5.01) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) and (iv) of this Section 5.01 do not apply if, in the good faith determination of the Board of Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the state of incorporation of the consolidated properties or assets Company; and provided further that any such transaction shall not have as one of its purposes the evasion of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the (a) The Company shall not not, in a single transaction or through a series of related transactions, consolidate with, with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or its assets of the Company and its Subsidiariesto, taken as a whole, to another Person or adopt a plan of liquidation, unless: (other than one or more Subsidiaries of the Company 1) either (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(xA) the Company is shall be the continuing Person survivor of such merger or consolidation or (yB) such other the surviving or transferee Person is a corporation, partnership or trust organized and existing under the laws of the United States of AmericaStates, any state of the United States of America State thereof or the District of Columbia, Columbia and such other surviving or transferee Person assumes shall expressly assume by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii2) immediately after giving effect to such transaction and the use of the proceeds therefrom (on a pro forma basis, including any Indebtedness incurred or series anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee Person is able to incur $1.00 of transactions, additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12; (3) immediately after giving effect to such transaction (including any Indebtedness incurred or anticipated to be incurred in connection with the transaction) no Default or Event of Default shall have occurred and be continuing under continuing; and (4) the Company has delivered to the Trustee an Officers' Certificate and Opinion of Counsel, each stating that such consolidation, merger or transfer complies with this Indenture. , that the surviving or transferee Person agrees by supplemental indenture to be bound hereby, and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) For purposes of this Section 5.01the foregoing, the sale, transfer, transfer (by lease, conveyance assignment, sale or other disposition otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties or and assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute the Capital Stock of which constitutes all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a wholeCompany, shall be deemed to be the sale, transfer, lease, conveyance or other disposition transfer of all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureCompany.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries))Person, whether in a single transaction or series of related transactions, unless (i)(xi) the Company is the continuing corporation or the resulting, surviving or transferee Person or (yif not the Company) such other Person is a corporation organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, and such other Person (if not the Company) assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indentureexist. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the CompanyPerson, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as on a wholeconsolidated basis, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Officer’s Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Officer’s Certificate as to the absence of Defaults and Events of Default and other statements of factDefault) stating that the proposed transaction and, if required, and such supplemental indenture (if any) willshall, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not (x) consolidate with, with or merge with or into, into any other Person or sellconvey, transfer, leasesell or lease its properties and assets substantially as an entirety to any person, convey (y) permit any person to consolidate with or otherwise dispose merge into the Company, or (z) permit any person to convey, transfer, sell or lease that person’s properties and assets substantially as an entirety to the Company, unless: (i) in the case of all (x) and (y) above either (A) the Company shall be the continuing corporation or substantially all of (B) the consolidated property person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company and its Subsidiariessubstantially as an entirety (i) shall be a corporation, taken as a wholelimited liability company, to another Person (other than one partnership or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is trust organized and validly existing under the laws of the United States of America, or any state of the United States of America State thereof or the District of ColumbiaColumbia and (ii) shall expressly assume, such other Person assumes by an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall Default, and no event that, after notice or lapse of time or both, would become an Event of Default, will have occurred and be continuing under continuing; and (iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this IndentureArticle 6 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of this Section 5.01the foregoing, the sale, transfer, transfer (by lease, conveyance assignment, sale or other disposition of all or substantially all otherwise) of the properties or and assets of one or more Subsidiaries of the Company to another Person (other than to the Company or one or more other Subsidiaries of another Subsidiary), which, if such assets were owned by the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a wholeCompany, shall be deemed to be the sale, transfer, lease, conveyance or other disposition transfer of all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a whole, to another PersonCompany. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made 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 successor had been named as the Company herein; and thereafter, the Company shall deliver be discharged from all obligations and covenants under this Indenture and the Securities. Subject to Section 10.06, the Company, the Trustee substantially concurrently with or prior and the successor person shall enter into a supplemental indenture to evidence the consummation succession and substitution of such successor person and such discharge and release of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureCompany.

When Company May Merge, Etc. Subject to Section 5.02, Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Company shall with or into any other person or persons (whether or not consolidate withaffiliated with the Company), or merge with successive consolidations or intomergers in which either the Company will be the continuing entity or the Company or its successor or successors shall be a party or parties, or sellshall prevent any sale, transferconveyance, lease, convey transfer or otherwise dispose lease of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a wholeCompany, to another Person any other person (other than one whether or more Subsidiaries of not affiliated with the Company Company); provided, however, that the following conditions are met: (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(xa) the Company is shall be the continuing Person entity, or the successor entity (yif other than the Company) such other Person is organized and existing under formed by or resulting from any consolidation or merger or which shall have received the laws transfer of assets shall be domiciled in the United States of AmericaStates, any state of the United States of America thereof or the District of Columbia, such other Person assumes by supplemental indenture Columbia and shall expressly assume payment of the principal of and interest on all of the obligations Notes and the due and punctual performance and observance of all of the Company under the Securities covenants and conditions in this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (iib) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than continuing; and (c) either the Company or one or more other Subsidiaries of the Companysuccessor person, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a wholein either case, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver have delivered to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, each stating that the proposed transaction such consolidation, merger, sale, conveyance, transfer or lease and, if requireda supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with. Unless Section 7.2 is applicable with respect to such Guarantor, no such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 7.1 unless prior thereto the applicable provisions Guarantor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of this IndentureCounsel, each stating that the Guarantor’s obligations hereunder shall remain in full force and effect thereafter.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate withwith or merge into any other Person, or merge convey, transfer or lease its properties and assets substantially as an entirety to any Person, and shall not permit any Person (other than a Subsidiary wholly-owned by the Company) to consolidate with or intomerge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or sellwhich leases, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or properties and assets of the Company and its Subsidiariessubstantially as an entirety shall be a corporation, taken as a wholepartnership or trust, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is be organized and validly existing under the laws of the United States of America, any state of the United States of America State thereof or the District of ColumbiaColumbia and shall expressly assume, such other Person assumes by an indenture supplemental indenture all thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the obligations principal of (and premium, if any) and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company under the Securities to be performed or observed and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests shall have provided for conversion rights in an entity that is a partnership for U.S. federal income tax purposes and accordance with Section 4.12; (iib) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries treating any indebtedness which becomes an obligation of the Company to another Person other than or a Subsidiary as a result of such transaction as having been incurred by the Company or one such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or more other Subsidiaries lapse of the Companytime or both, which properties or assetswould become an Event of Default, if held by shall have happened and be continuing; and (c) the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver has delivered to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, each stating that the proposed transaction such consolidation, merger, conveyance, transfer or lease and, if requireda supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureArticle and that all conditions precedent herein provided for relating to such transaction have been complied with.

When Company May Merge, Etc. Subject to Section 5.02, the Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Wholly Owned Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Wholly Owned Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is a corporation organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, such other Person assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Wholly Owned Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02, the Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, and such other Person assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel (which may rely upon such Officers’ ' Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)Company), whether in a single transaction or series of related transactions, unless (i)(xi) the Company is the continuing Person corporation or (y) such other Person is a corporation organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, or the Republic of Singapore, and such other Person corporation assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indentureexist. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as on a wholeconsolidated basis, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of factDefault) stating that the proposed transaction and, if required, and such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, with or merge with or into, into any Person or sell, transferconvey, lease, convey transfer or otherwise dispose of all or substantially all of its assets to any Person, unless: (1) (a) the consolidated property Company survives such consolidation or merger or (b) the Person formed by such consolidation or into which the Company is merged or that acquires by sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company and its Subsidiaries(a “Successor”) is a corporation, taken as a wholelimited liability company, to another Person (other than one general partnership or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is limited partnership organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of Columbia, such other Person assumes or Canada or any province thereof, and expressly assumes, by supplemental indenture all in a form reasonably satisfactory to the Trustee (and similar documents with respect to the other Note Documents, in each case in a form reasonably satisfactory to the Trustee and Collateral Trustee, as applicable), the due and punctual payment of the obligations principal of, and any premium and interest on, all the Securities and the performance of every other covenant and obligation of the Company under the Securities and this Indenture and following the other Note Documents (including taking such transaction action (or series of related transactions agreeing to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to such Successor to continue to constitute Collateral and to be subject to the Reference Property does not include interests Parity Liens in an entity the manner and to the extent required under the Note Documents); provided, that unless the Successor is a partnership for U.S. federal income tax purposes corporation, a corporate co-issuer of the Securities shall be added hereto by the execution and delivery of a supplemental indenture by such co-issuer; and (ii2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indentureexists. For purposes of In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction andand such supplemental indenture, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02(a) The Company will not, the Company shall not directly or indirectly, in a single transaction or a series of related transactions, (1) consolidate with, or merge with or intointo any other Person (other than a merger with an Affiliate of the Company solely for the purpose of changing the Company's jurisdiction of incorporation to another State of the United States or forming a direct holding company of the Company), or sell, lease, transfer, lease, convey or otherwise dispose of or assign all or substantially all of the consolidated property or assets of the Company or the Company and its Subsidiaries, Subsidiaries (taken as a whole) to any other Person or (2) effect a plan of liquidation, to another Person unless, in either case: (other than one or more Subsidiaries of i) either: [a] the Company will be the surviving or continuing corporation; or [b] the Person formed by or surviving such consolidation or merger (it being understood that this Article 5 shall if not apply the Company) or to a which such sale, transfer, lease, conveyance or other disposition shall be made (or, in the case of property or a plan of liquidation, any Person to which assets between or among are transferred) (collectively, the Company and its Subsidiaries)), whether in "Successor") is a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and existing under the laws of the United States of America, any state State of the United States of America or the District of Columbia, such other Person assumes and the Successor expressly assumes, by a supplemental indenture hereto in form and substance satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; and (ii) immediately after giving effect to such transaction or series and the assumption of transactionsthe obligations as set forth in clause (a)(i) above, if applicable, and the incurrence of any indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing under this Indenture. continuing. (b) For purposes of this Section 5.01the foregoing, the sale, lease, transfer, lease, conveyance or other disposition or assignment of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such 's Subsidiaries, would the equity interests of which constitute all or substantially all of the consolidated properties or assets of the Company and its SubsidiariesCompany, taken as a whole, shall will be deemed to be the sale, transfer, lease, conveyance or other disposition transfer of all or substantially all of the consolidated properties or assets of the Company. (c) This Section 5.1 shall not apply to (i) any sale, lease, transfer, conveyance or other disposition or assignment of assets between or among [a] the Company and any of its SubsidiariesSubsidiaries or [b] two or more Subsidiaries of the Company, taken as a whole, to another Person. or (ii) any merger or consolidation between the Company and any of its Subsidiaries or between any two Subsidiaries of the Company. (d) The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such and any supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture. Neither an Officers' Certificate nor an Opinion of Counsel shall be required to be delivered in connection with a transaction described in Section 5.1(c) above.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the sale, transfer, lease, conveyance Company or other disposition of all or substantially all any Person becoming the successor obligor of the properties Notes shall have a Consolidated Net Worth equal to or assets of one or more Subsidiaries greater than the Consolidated Net Worth of the Company immediately prior to another Person other than such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, (A) the Company or one or more other Subsidiaries Consolidated Leverage Ratio of the Company, which properties or assets, if held by any Person becoming the Company instead of such Subsidiaries, would constitute all or substantially all successor obligor of the consolidated properties or assets Notes, as the case may be, is no worse than 110% of the Consolidated Leverage Ratio of the Company and its Subsidiarieswithout giving effect to such transaction or (B) the Company, taken or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03; PROVIDED, HOWEVER, that this clause (iv) shall not apply to a wholeconsolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person or the Company shall be deemed issued or distributed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all stockholders of the consolidated properties or assets of Company; and (v) the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver delivers to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and an (iv)) and Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, in each case stating that the proposed transaction andsuch consolidation, if required, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED, HOWEVER, that clauses (if anyiii) willand (iv) above do not apply if, upon consummation in the good faith determination of the proposed transactionBoard of Directors of the Company, comply with whose determination shall be evidenced by a Board Resolution, the applicable provisions principal purpose of this Indenturesuch transaction is to change the state of incorporation of the Company; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or intointo any other corporation (whether or not the Company shall be the surviving corporation), or sell, transferassign, lease, convey transfer or otherwise dispose of lease all or substantially all of the consolidated property its properties and assets as an entirety or assets substantially as an entirety to any Person or group of the Company and its Subsidiariesaffiliated Persons, taken as a whole, to another Person (other than in one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or a series of related transactions, unless unless: (i)(x1) either the Company is shall be the continuing Person or the Person (yif other than the Company) formed by such other consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company are sold, assigned, transferred or leased is a corporation (or constitute corporations) organized and existing under the laws of the United States of America, America or any state of the United States of America State thereof or the District of ColumbiaColumbia and expressly assumes, such other Person assumes by an indenture supplemental indenture to this Indenture, all of the obligations of the Company under the Securities Notes and this Indenture Indenture; (2) immediately before and following after giving effect to such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes transactions, no Event of Default, and no Default, shall have occurred and be continuing; (ii3) immediately after giving effect to such transaction or series of related transactions on a pro forma basis, but prior to any purchase accounting adjustments resulting from the transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries Consolidated Net Worth of the Company to another Person other than (or of the surviving, consolidated or transferee entity if the Company or one or more other Subsidiaries of the Companyis not continuing, which properties or assets, if held by treating such entity as the Company instead for purposes of such Subsidiaries, would constitute all or substantially all of determining Consolidated Net Worth) shall be at least equal to the consolidated properties or assets Consolidated Net Worth of the Company and its Subsidiariesimmediately before such transaction or series of related transactions; and (4) immediately after giving effect to such transaction or series of related transactions, taken the Company (or the surviving, consolidated or transferee entity if the Company is not continuing, but treating such entity as a wholethe Company for purposes of making such determination) would be permitted to incur an additional $1.00 of Indebtedness immediately prior to such transaction or series of related transactions, under the first paragraph of clause (a) of SECTION 4.03; PROVIDED, HOWEVER, that this clause (4) shall be deemed inapplicable if (a) such transaction or series of related transactions would result in the occurrence of a Change of Control or related transactions would result in the occurrence of a Change of Control or (b) immediately prior to giving effect to such transaction or series of related transactions, the Company would not be permitted to incur additional $1.00 of Indebtedness under the salefirst paragraph of clause (a) of SECTION 4.03, transferand immediately after giving effect to such transaction or series of related transactions on a pro forma basis, leasebut prior to any purchase accounting adjustments resulting from the transaction or series of related transactions, conveyance or other disposition of all or substantially all of the consolidated properties or assets Consolidated Interest Coverage Ratio of the Company and its Subsidiaries(or the surviving, taken consolidated or transferee entity if the Company is not continuing, treating such entity as a whole, the Company for purposes of determining Consolidated Interest Coverage Ratio) shall be at least equal to another Personthe Consolidated Interest Coverage Ratio of the Company immediately before such transaction or series of related transactions. The Company shall deliver to not consummate the Trustee substantially concurrently with or prior to the consummation JSC Transaction, unless: (1) clauses (1) - (4) of the proposed first paragraph of this covenant are satisfied; and (2) solely in connection with the transaction an Officers’ Certificate and an Opinion of Counsel described in clause (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of factiii) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transactiondefinition of "JSC Transaction", comply with the applicable provisions of JSCE shall expressly assume, by an indenture supplemental to this Indenture, all obligations of the Company under the Notes and this Indenture such that JSCE shall be the sole direct obliger under the Notes and this Indenture from and after the JSC Transaction Date.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not not, in any transaction or series of transactions, merge or consolidate with, or merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person or Persons (other than a Permitted Joint Venture), and the consolidated property Company shall not permit any Restricted Subsidiary or Permitted Joint Venture to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Subsidiariesthe Restricted Subsidiaries and Permitted Joint Ventures, taken as a whole, to another any other Person or Persons (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)Permitted Joint Venture), whether in a single unless at the time of and after giving effect thereto (a) either (i) if the transaction or series of related transactionstransactions is a merger or consolidation involving the Company or a Restricted Subsidiary or a Permitted Joint Venture, unless the Company or such Restricted Subsidiary or Permitted Joint Venture shall be the surviving Person of such merger or consolidation, or (i)(xii) the Person formed by such consolidation or into which the Company or a Restricted Subsidiary or a Permitted Joint Venture is merged or to which the continuing properties and assets of the Company or such Restricted Subsidiary or Permitted Joint Venture, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of (including, with respect to the Restricted Subsidiaries, by merger or consolidation) (any such surviving Person or (yPersons of such merger or consolidation or to whom such sale, assignment, conveyance, lease or other disposition has been made being the "Surviving Entity") such other Person is shall be a corporation organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of Columbia, such other Person assumes Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and, in each case, this Indenture shall remain in full force and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes effect; (b) immediately before and (ii) immediately after giving effect to such transaction or series of transactions on a PRO FORMA basis (including, without limitation, any Indebtedness 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 shall have occurred and be continuing and the Company, such Restricted Subsidiary or Permitted Joint Venture or the Surviving Entity, as the case may be, after giving effect to such transaction or series of transactions on a PRO FORMA basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under this IndentureSection 4.08 (assuming a market rate of interest with respect to such additional Indebtedness); and (c) immediately after giving effect to such transaction or series of transactions on a PRO FORMA basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; PROVIDED, HOWEVER, that any Restricted Subsidiary may merge or consolidate with the Company if (A) the Company is the surviving Person of such merger or consolidation and (B) immediately before and immediately after giving effect to such transaction or series of transactions on a PRO FORMA basis (including, without limitation, any Indebtedness 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 shall have occurred and be continuing. For purposes of In connection with any transaction contemplated by this Section 5.01, the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each in form reasonably satisfactory to the Trustee, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease, conveyance lease or other disposition and, if a supplemental indenture is required in connection with such transaction or series of transactions, such supplemental indenture comply with this Indenture. For the purposes of the foregoing and of Section 5.02, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties or and assets of one or more Restricted Subsidiaries or Permitted Joint Ventures, the Capital Stock of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a wholeCompany, shall be deemed to be the sale, transfer, lease, conveyance or other disposition transfer of all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureCompany.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate withwith or merge into any other Person, or merge convey, transfer or lease its properties and assets substantially as an entirety to any Person, and shall not permit any Person (other than a Subsidiary wholly-owned by the Company) to consolidate with or intomerge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or sellwhich leases, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or properties and assets of the Company and its Subsidiariessubstantially as an entirety shall be a corporation, taken as a wholepartnership or trust, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is be organized and validly existing under the laws of the United States of America, any state of the United States of America State thereof or the District of ColumbiaColumbia and shall expressly assume, such other Person assumes by an indenture supplemental indenture all thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the obligations principal of (and premium, if any) and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company under the Securities to be performed or observed and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests shall have provided for conversion rights in an entity that is a partnership for U.S. federal income tax purposes and accordance with Section 4.12; (iib) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries treating any indebtedness which becomes an obligation of the Company to another Person other than or a Subsidiary as a result of such transaction as having been incurred by the Company or one such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or more other Subsidiaries lapse of the Companytime or both, which properties or assetswould become an Event of Default, if held by shall have happened and be continuing; and (c) the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver has delivered to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, each stating that the proposed transaction such consolidation, merger, conveyance, transfer or lease and, if requireda supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureArticle 7 and that all conditions precedent herein provided for relating to such transaction have been complied with.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, transfer, directly or indirectly by lease, convey assignment, sale or otherwise dispose otherwise, including, without limitation, as a result of the merger or consolidation of a Restricted Subsidiary with any other Person (collectively, a "TRANSFER"), all or substantially all of its assets in one transaction or a series of 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 a transfer of all or substantially all of the consolidated property or assets of the Company and its SubsidiariesRestricted Subsidiaries on a consolidated basis, taken as a wholeunless: (1) either the Company shall be the continuing Person, or the Person formed by such consolidation or into which the Company is merged or to another Person (other than one which all or more Subsidiaries substantially all of the properties and assets of the Company (it being understood that this Article 5 shall not apply are transferred or to a sale, transfer, lease, conveyance which all or other disposition substantially all of property or the assets between or among of the Company and its Subsidiaries)), whether in Restricted Subsidiaries are transferred (the "SURVIVING ENTITY") shall be a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is organized and existing under the laws of the United States of America, any state of the United States of America State thereof or the District of ColumbiaColumbia or Mexico and shall expressly assume, such other Person assumes by an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture Indenture; provided that a corporation at all times shall be a co-obligor together with the continuing Person or transferee if the continuing Person or transferee is itself not a corporation; (2) immediately before and following immediately after giving effect to such transaction no Default or series Event of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Default exists; (ii3) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01transaction, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets Consolidated Net Worth of the Company and its Subsidiaries, taken as a whole, shall be deemed Restricted Subsidiaries or the surviving entity is equal to be or greater than the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets Consolidated Net Worth of the Company and its SubsidiariesRestricted Subsidiaries immediately prior to the transaction; (4) immediately after giving effect to such transaction, taken as a whole, to another Person. The the Company shall deliver or the surviving entity could incur at least $1.00 of additional Indebtedness under Section 5.14(a) hereof; and (5) the Company has delivered to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate (attaching, except during the pendency of a Suspension Period, the arithmetic computations to demonstrate compliance with paragraphs (3) and (4)) and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, each stating that the proposed transaction andsuch consolidation, if requiredmerger, sale, assignment, transfer or lease and such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.Section 11.01(a) and that all conditions precedent herein provided for relating to such transactions have been complied with. Notwithstanding anything in this Section 11.01, this Article Eleven shall not apply to any transfer that is a Qualifying Disposition. SECTION

When Company May Merge, Etc. Subject to Section 5.02, the Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless each of the following is satisfied: (i)(x) the Company is the continuing Person or (y) such other Person is organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, such other Person assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and purposes, (ii) immediately after giving effect to such transaction or series of transactionstransactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing under this Indenture, (iii) immediately after giving effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, except in the case of the consolidation or merger of any Subsidiary with or into the Company, the Company (or the surviving entity if the Company is not the continuing corporation) will (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Debt Ratio set forth in Section 4.07(a) or (B) have a Consolidated Debt Ratio equal to or less than the Consolidated Debt Ratio immediately prior to such transaction and (iv) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(i)(y) and Section 14.03(b), as applicable, shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Securities. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall will not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, America or any state of or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the United States of America or the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the sale, transfer, lease, conveyance Company or other disposition of all or substantially all any Person becoming the successor obligor of the properties Notes shall have a Consolidated Net Worth equal to or assets of one or more Subsidiaries greater than the Consolidated Net Worth of the Company immediately prior to another such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person other becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a); provided that this clause (iv) shall not apply to a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company or one or more other Subsidiaries any Person becoming the successor obligor of the CompanyNotes, which properties or assetsas the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would, if held by the Company instead of Incurred at such Subsidiariestime, would constitute have been permitted to be Incurred (and all or substantially all of the consolidated properties or assets such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Subsidiaries, taken as a wholeRestricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to be have been Incurred) for all purposes of this Indenture; and (v) the saleCompany delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, transferin each case stating that such consolidation, leasemerger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, conveyance or other disposition of all or substantially all however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the consolidated properties or assets Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Company and that any such transaction shall not have as one of its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to purposes the Trustee substantially concurrently with or prior to the consummation evasion of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided, however, that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the consolidated surviving Person or the Company) shall be issued or distributed to the stockholders of the Company) or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company under on all of the Securities and under this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Securities shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Securities, could Incur at least $1.00 of Indebtedness under this Indenture. For purposes the first paragraph of Section 4.03, and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and, if applicable, (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with the provisions of this Section 5.015.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) and (iv) above do not apply if, in the sale, transfer, lease, conveyance or other disposition of all or substantially all good faith determination of the properties or assets Board of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the state of incorporation of the consolidated properties or assets Company; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, such other Person assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureIndenture and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company enforceable against it in accordance with its terms.

When Company May Merge, Etc. Subject to Section 5.02, Neither the Company shall not nor any Guarantor will consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company or any Guarantor unless: (i) the Company or the Guarantor, as the case may be, shall be the continuing Person, or the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or that acquired or leased such property or and assets of the Company and its Subsidiariesor the Guarantor, taken as the case may be, shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company or the Guarantor, as the case may be, on all of the Notes or the Note Guarantees, as the case may be, and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the saleCompany or any Guarantor, transferas the case may be, lease, conveyance or other disposition of all or substantially all any Person becoming the successor obligor of the properties Notes or assets of one the Note Guarantees, as the case may be, shall have a Consolidated Net Worth (a "Pro Forma Consolidated Net Worth") which is equal to or more Subsidiaries greater than the Consolidated Net Worth of the Company or the Guarantor, as the case may be, immediately prior to another Person other such transaction (the "Base Consolidated Net Worth"), or if the Pro Forma Consolidated Net Worth is less than the Base Consolidated Net Worth, the amount by which the Pro Forma Consolidated Net Worth is less than the Base Consolidated Net Worth shall, if considered as a Restricted Payment, be permitted to be paid at the time under Section 4.04; (iv) immediately after giving effect to such transaction on a pro forma basis the Company or one any Guarantor, as the case may be, or more any Person becoming the successor obligor of the Notes or the Note Guarantees, as the case may be, could Incur at least $1.00 of Indebtedness under Section 4.03(a); provided that this clause (iv) shall not apply to a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; and provided further that, in connection with any such merger or consolidation, no consideration (other Subsidiaries than Capital Stock (other than Disqualified Stock) in the surviving Person, the Company or any Guarantor) shall be issued or distributed to the stockholders of the Company or the Guarantor; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the state of the consolidated properties or assets incorporation of the Company or any Guarantor; and provided further that any such transaction shall not have as one of its Subsidiaries, taken as a whole, shall be deemed to be purposes the sale, transfer, lease, conveyance or other disposition of all or substantially all evasion of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the (a) The Company shall not not, in a single transaction or through a series of related transactions, consolidate with, with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property its assets to, another Person or assets adopt a Plan of Liquidation, unless: (1) either the Company and its Subsidiaries, taken as a whole, to another Person (other than one shall be the survivor of such merger or more Subsidiaries of consolidation or the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other surviving Person is a corporation, partnership or trust organized and existing under the laws of the United States of AmericaStates, any state of the United States of America State thereof or the District of Columbia, and such other surviving Person assumes shall expressly assume, by an indenture supplemental indenture hereto, executed and delivered to the Trustee on or prior to the consummation of such transaction, in a form satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii2) immediately after giving effect to such transaction (on a pro forma basis, including any Indebtedness to be incurred in connection with such transaction), the Company or series the surviving Person shall be able to incur $1.00 of transactionsadditional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12; (3) immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing under continuing; and (4) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer or adoption and such supplemental indenture comply with this IndentureArticle Five, that the surviving Person (if other than the Company) agrees to be bound hereby, and that all conditions precedent herein provided relating to such transaction have been satisfied. For purposes Notwithstanding clauses (2), (3) and (4) of this Section 5.01, any Restricted Subsidiary of the saleCompany may consolidate with, transfermerge into or transfer all or part of its properties and assets to the Company. (b) For purposes of the foregoing, the transfer (by lease, conveyance assignment, sale or other disposition otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or and assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Restricted Subsidiaries of the Company, the Capital Stock of which properties or assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a wholeCompany, shall be deemed to be the sale, transfer, lease, conveyance or other disposition transfer of all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureCompany.

When Company May Merge, Etc. Subject to Section 5.02, Neither the Company shall not nor any Guarantor will consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company or any Guarantor unless: (i) the Company or the Guarantor, as the case may be, shall be the continuing Person, or the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or that acquired or leased such property or and assets of the Company and its Subsidiariesor the Guarantor, taken as the case may be, shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company or the Guarantor, as the case may be, on all of the Notes or the Note Guarantees, as the case may be, and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the saleCompany or any Guarantor, transferas the case may be, lease, conveyance or other disposition of all or substantially all any Person becoming the successor obligor of the properties Notes or assets of one the Note Guarantees, as the case may be, shall have a Consolidated Net Worth (a "Pro Forma Consolidated Net Worth") which is equal to or more Subsidiaries greater than the Consolidated Net Worth of the Company or the Guarantor, as the case may be, immediately prior to another Person other such transaction (the "Base Consolidated Net Worth"), or if the Pro Forma Consolidated Net Worth is less than the Base Consolidated Net Worth, the amount by which the Pro Forma Consolidated Net Worth is less than the Base Consolidated Net Worth shall, if considered as a Restricted Payment, be permitted to be paid at the time under Section 4.04; (iv) immediately after giving effect to such transaction on a pro forma basis the Company or one any Guarantor, as the case may be, or more any Person becoming the successor obligor of the Notes or the Note Guarantees, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iv) shall not apply to a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; and provided further that, in connection with any such merger or consolidation, no consideration (other Subsidiaries than Capital Stock (other than Disqualified Stock) in the surviving Person, the Company or any Guarantor) shall be issued or distributed to the stockholders of the Company or the Guarantor; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the state of the consolidated properties or assets incorporation of the Company or any Guarantor; and provided further that any such transaction shall not have as one of its Subsidiaries, taken as a whole, shall be deemed to be purposes the sale, transfer, lease, conveyance or other disposition of all or substantially all evasion of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or Kingdom or, in each case, any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the sale, transfer, lease, conveyance Company or other disposition of all or substantially all any Person becoming the successor obligor of the properties Notes, as the case may be, (A) could Incur $1.00 of Indebtedness under the first paragraph of Section 4.03 or assets of one (B) would have a Consolidated Leverage Ratio that is positive, but equal to or more Subsidiaries lower than the Consolidated Leverage Ratio of the Company immediately prior to another Person other than such transaction; and (iv) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and Opinion of Counsel, in each case stating that such consolidation, merger or one or more other Subsidiaries transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the state of incorporation of the consolidated properties or assets Company; and provided further that any such transaction shall not have as one of its purposes the evasion of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the (a) The Company shall not not, in a single transaction or a series of related transactions, consolidate with, with or merge with or into, into any other person or sell, transferassign, leaseconvey, convey transfer or lease or otherwise dispose of all or substantially all of its properties and assets to any person or group of affiliated persons if such transaction or transactions, in the consolidated property aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposal of all or substantially all of the properties and assets of the Company on a Consolidated basis to any other person or group of affiliated persons, unless at the time and its Subsidiaries, taken as a whole, to another after giving effect thereto: (i) either: (A) the Company shall be the surviving or continuing corporation; or (B) the Person (if other than one the Company) formed by such consolidation or more Subsidiaries into which the Company is merged or the person which acquires by sale, assignment, conveyance, transfer, lease or disposition the properties and assets of the Company substantially as an entirety (it being understood that this Article 5 the "Surviving Entity") shall not apply to be a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation duly organized and validly existing under the laws of the United States of AmericaStates, any state of the United States of America thereof or the District of ColumbiaColumbia and shall, such other Person assumes in any case, expressly assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture, and this Indenture shall remain in full force and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and effect; (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis (and treating any Debt not previously an obligation of the Company which becomes an obligation of the Company in connection with or series as a result of transactionssuch transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of continuing; and (iii) the Company to another Person other than the Company shall have delivered, or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed caused to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a wholedelivered, to another Person. The Company shall deliver the Trustee, in form and substance satisfactory to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction Trustee, an Officers’ ' Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as Counsel, each to the absence of Defaults effect that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other transaction and Events of Default and other statements of fact) stating that the proposed transaction andsupplemental indenture in respect thereto, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions in clauses (i) and (ii) of this Indentureparagraph (a) and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) The foregoing paragraph (a) shall not prohibit a merger effected solely for the purpose of reincorporating the Company in another jurisdiction.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the consolidated its property or and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than in one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or a series of related transactions) to, any Person unless either (i)(xx) the Company is shall be the continuing Person or (y) the Person (if other than the Company) formed by such other Person consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, transferred, leased or conveyed shall be an entity organized and validly existing under the laws of the United States of America, any state of the United States of America thereof or the District of ColumbiaColumbia or any jurisdiction thereof and shall expressly assume, such other Person assumes by a supplemental indenture indenture, executed and delivered to the Trustee, all of the obligations of the Company under on all of the Securities and under this Indenture and following the performance of every other covenant of this Indenture on the part of the Company and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer, lease or other disposition and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction or series have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of related transactions the Reference Property does not include interests Company and such successor enforceable against such entity in an entity that is a partnership for U.S. federal income tax purposes accordance with its terms, subject to customary exceptions and (iiB) an Officers’ Certificate to the effect that immediately after giving effect to such transaction and assuming that all outstanding indebtedness of the Person which merged into the Company under clause (x) above or series into or with which the Company was merged or consolidated under clause (y) above was first incurred at the time of transactionssuch merger or consolidation, no Default default and no event which, after notice or lapse of time, or both, would become an Event of Default Default, shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenturecontinuing.

When Company May Merge, Etc. Subject to Section 5.02(a) The Company may not, the Company shall not directly or indirectly: (1) amalgamate, consolidate with, or merge with or into, into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, such other Person assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, Restricted Subsidiaries taken as a whole, shall be deemed in one or more related transactions, to be another Person, unless: (1) either (a) the Company is the surviving corporation, or (b) the Person formed by or surviving any such amalgamation, consolidation or merger (if other than the Company) 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 Canada or any province thereof or the United States, any state thereof or the District of Columbia; (2) the Person formed by or surviving any such amalgamation, consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made expressly assumes all the obligations of the Company under each outstanding Series of Securities and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; (4) the transactions will not result in the Company or the surviving corporation being required to make any deduction or withholding on account of taxes as described in Section 4.7 that the Company would not have been required to make had such transactions or series of transactions not occurred; and (5) in case the Company shall consolidate, amalgamate or merge with or into any other Person or, except for conveyances or transfers to one or more Wholly Owned Restricted Subsidiaries, convey or transfer its properties and assets substantially as an entirety to any Person, the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with this Article V and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) In addition, the Company may not, directly or indirectly, lease all or substantially all of the consolidated its properties or assets of the Company and its Subsidiariesassets, taken as a wholein one or more related transactions, to another any other Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries))Person, whether in a single transaction or series of related transactions, unless (i)(xi) the Company is the continuing Person corporation or (y) such other Person is a corporation organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, and such other Person corporation assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indentureexist. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the CompanyPerson, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as on a wholeconsolidated basis, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Officer’s Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Officer’s Certificate as to the absence of Defaults and Events of Default and other statements of factDefault) stating that the proposed transaction and, if required, and such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or intointo any other corporation (whether or not the Company shall be the surviving corporation), or sell, transferassign, lease, convey transfer or otherwise dispose of lease all or substantially all of the consolidated property its properties and assets as an entirety or assets substantially as an entirety to any Person or group of the Company and its Subsidiariesaffiliated Persons, taken as a whole, to another Person (other than in one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or a series of related transactions, unless unless: (i)(x1) either the Company is shall be the continuing Person or the Person (yif other than the Company) formed by such other consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company are sold, assigned, transferred or leased is a corporation (or constitute corporations) organized and existing under the laws of the United States of America, America or any state of the United States of America State thereof or the District of ColumbiaColumbia and expressly assumes, such other Person assumes by an indenture supplemental indenture to this Indenture, all of the obligations of the Company under the Securities Notes and this Indenture Indenture; (2) immediately before and following after giving effect to such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes transactions, no Event of Default, and no Default, shall have occurred and be continuing; (ii3) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01related transactions on a pro forma basis, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries Consolidated Net Worth of the Company to another Person other than (or of the surviving, consolidated or transferee entity if the Company or one or more other Subsidiaries of the Companyis not continuing, which properties or assets, if held by treating such entity as the Company instead for purposes of such Subsidiaries, would constitute all or substantially all of determining Consolidated Net Worth) shall be at least equal to the consolidated properties or assets Consolidated Net Worth of the Company and its Subsidiariesimmediately before such transaction or series of related transactions; and (4) immediately after giving effect to such transaction or series of related transactions, taken the Company (or the surviving, consolidated or transferee entity if the Company is not continuing, but treating such entity as a wholethe Company for purposes of making such determination) would be permitted to incur an additional $1.00 of Indebtedness immediately prior to such transaction or series of related transactions, under the first paragraph of clause (a) of Section 4.03; provided, however, that this clause (4) shall be deemed inapplicable if (a) such transaction or series of related transactions would result in the occurrence of a Change of Control or (b) immediately prior to giving effect to such transaction or series of related transactions, the Company would not be permitted to incur an additional $1.00 of Indebtedness under the salefirst paragraph of clause (a) of Section 4.03, transferand immediately after giving effect to such transaction or series of related transactions on a pro forma basis, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets Interest Coverage Ratio of the Company and its Subsidiaries(or the surviving, taken consolidated or transferee entity if the Company is not continuing, treating such entity as a whole, the Company for purposes of determining the Interest Coverage Ratio) shall be at least equal to another Personthe Interest Coverage Ratio of the Company immediately before such transaction or series of related transactions. The Company shall deliver not consummate the Stone Transaction, unless: (1) clauses (1) - (4) of the first paragraph of this covenant are satisfied; and (2) solely in connection with the transaction described in clause (iii) of the definition of "Stone Transaction", the surviving corporation shall expressly assume, by an indenture supplemental to this Indenture, all obligations of the Trustee substantially concurrently Company under the Notes and this Indenture such that the surviving corporation shall be the sole direct obligor under the Notes and this Indenture from and after the Stone Transaction Date. If the Guarantor is merged with or prior to consolidated into the consummation Company or SSCC, the Guarantee of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to Notes by the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureGuarantor shall be extinguished.

When Company May Merge, Etc. Subject to Section 5.02, the (a) The Company shall not consolidate with, with or merge with or into, any other corporation, or sell, transfer, lease, convey or otherwise dispose of transfer all or substantially all of its assets to, any entity unless permitted by law and unless (i) the consolidated property resulting, surviving or assets of the Company and its Subsidiariestransferee entity, taken as which shall be a wholecorporation, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a salepartnership, transfer, lease, conveyance limited liability company or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is entity organized and existing under the laws of the United States of Americaor a State thereof, any state of the United States of America or the District of Columbia, such other Person assumes by supplemental indenture indenture, in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture, (ii) immediately after giving effect to to, and as a result of, such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenturecontinuing, (iii) immediately after giving effect to such transaction on a pro forma basis, the net worth of the surviving or transferee entity on a stand-alone basis is at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction; and (iv) the Company or the surviving or transferee entity thereof would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the provisions described in Section 4.07(b). The provisions of clause (iv) above shall not apply to a transaction or series of related transactions in which the sole participants are Restricted Subsidiaries of the Company or to a transaction between the Company and its Restricted Subsidiaries. (b) For purposes of this Section 5.01clause (a), the sale, lease, conveyance, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or and assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or and assets of the Company and its SubsidiariesCompany, taken as on a wholeconsolidated basis, shall be deemed to be the sale, transfer, lease, conveyance or other disposition transfer of all or substantially all of the consolidated properties or and assets of the Company. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and its Subsidiaries, taken as a whole, to another Personall such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, and such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.. ARTICLE SIX

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not not, in any transaction or series of transactions, merge or consolidate with, or merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person or Persons, and the consolidated property Company shall not permit any Restricted Subsidiary to enter into any such transaction or series of related transactions if such transaction or series of transactions, in the aggregate, would result in a direct or indirect sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its the Restricted Subsidiaries, taken as a whole, to another any other Person or Persons, unless at the time of and after giving effect thereto (other than one or more Subsidiaries of i) either (x) if the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactionstransactions is a merger or consolidation involving the Company, unless (i)(x) the Company is shall be the continuing surviving Person of such merger or consolidation, or (y) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company or such Restricted Subsidiary, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of (including, with respect to the Restricted Subsidiaries, by merger or consolidation) (any such surviving Person or Persons of such merger or consolidation or to whom such sale, assignment, conveyance, lease or other Person is disposition has been made being the "Surviving Entity") shall be a corporation organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of Columbia, such other Person assumes Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and Securities, this Indenture and, if then in effect, the Registration Rights Agreement, and following such transaction or series of related transactions the Reference Property does not include interests Escrow Agreement, and in an entity that is a partnership for U.S. federal income tax purposes each case, this Indenture and, if then in effect, the Registration Rights Agreement, and the Escrow Agreement shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma --- ----- basis (including, without limitation, any Indebtedness 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 shall have occurred and be continuing and the Company or the Surviving Entity, as the case may be, after giving effect to such transaction or series of transactions on a pro forma basis (including, without --- ----- limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the Leverage Ratio set forth in Section 4.08; and (iii) immediately after giving effect to such transaction or series of transactions on a pro forma --- ----- basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions. In connection with any transaction contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, to the Trustee an Officers' Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee, each stating that such consolidation, merger, transfer, lease, assignment or other disposition and the supplemental indenture in respect thereof complies with the requirements under this Indenture. For all purposes of this Indenture and the Securities (including the provisions of this Section 5.015.01 and Section 5.02 and the covenants described in Sections 4.08, the sale4.11 and 4.15), transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the Company to another Person other than the Company or one or more other Subsidiaries of the Companycovenant described in Section 4.15 and all Indebtedness, which properties and all Liens on property or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, the Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely have been incurred upon such Officers’ Certificate as to the absence transaction or series of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenturetransactions.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall will not --------------------------- consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Debentures and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Debentures shall have a Consolidated Net Worth (without giving effect to any non-cash charges resulting from such consolidation, merger, sale, conveyance, transfer, lease, conveyance lease or other disposition of all disposition) equal to or substantially all of greater than the properties or assets of one or more Subsidiaries Consolidated Net Worth of the Company immediately prior to another Person other than such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets Interest Coverage Ratio of the Company and its Subsidiaries(or any Person becoming the successor obligor on the Debentures), taken as a whole, shall be deemed to be is at least 1:1; provided that if the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets pro forma Interest Coverage Ratio of the Company and its Subsidiariesbefore giving effect to such transaction is within the range set forth in column (A) below, taken as a whole, to another Person. The then the Interest Coverage Ratio of the Company (or any Person becoming the successor obligor on the Debentures) shall deliver be at least equal to the Trustee substantially concurrently with or lesser of (1) the ratio determined by multiplying the percentage set forth in column (B) below by the Interest Coverage Ratio of the Company prior to such transaction and (2) the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel ratio set forth in column (which may rely upon such Officers’ Certificate as C) below: (A) (B) (C) --- --- --- 1.11:1 to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.1.99:1 90% 1.5:1 2.00:1 to 2.99:1 80% 2.1:1

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or its assets of the Company and its Subsidiariesto, taken as a whole, to another any Person unless: (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x1) the Company is the continuing Person surviving person or (y) such other that Person is a corporation organized and existing under the laws of the United States of AmericaStates, any state of the United States of America thereof or the District of Columbia, such other Columbia or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and whose equity securities are listed on a national securities exchange in the United States or authorized for quotation on the Nasdaq National Market; (2) that Person assumes by supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and following such transaction Indenture, except that it need not assume the obligations of the Company as to conversion of Securities if pursuant to Section 11.17 the Company or series another Person enters into a supplemental indenture obligating it to deliver securities, cash or other assets upon conversion of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Securities; (ii3) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of continuing; and (4) the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver has delivered to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, each stating that the proposed transaction andsuch consolidation, if requiredmerger, transfer or lease and such supplemental indenture (comply with this Article and that all conditions precedent herein provided for related to such transaction have been complied with. The surviving, transferee or lessee corporation shall be the successor Company, but the predecessor Company in the case of a transfer or lease shall not be released from the obligation to pay the principal amount or Purchase Price or Fundamental Change Purchase Price of and premium, if any) will, upon consummation of and interest on the proposed transaction, comply with the applicable provisions of this IndentureSecurities.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with any other Person or into, or sell, transfer, transfer (by lease, convey assignment, sale or otherwise dispose of otherwise) all or substantially all of the consolidated property or assets of the Company and its Subsidiariesassets, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or through a series of related transactions, to another Person or group of affiliated Persons unless (i)(xi) the Company is the surviving or continuing Person or, subject to Section 3.9, the Person (if other than the Company) formed by such consolidation or (y) such other merger or to which the assets of the Company are transferred is a Person is organized and existing under the laws of the United States of America, America or any state of the United States of America thereof or the District of ColumbiaColumbia and expressly assumes, such other Person assumes by an indenture supplemental indenture to this Indenture, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately before and immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and or be continuing under this Indenture. For purposes of continuing; provided that the transactions contemplated by the Reorganization Plan shall not constitute a consolidation or a merger which is subject to this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person4. 1. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of any consolidation, merger or transfer of assets involving the proposed transaction Company, an Officers’ ' Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, transactions and such supplemental indenture (comply with this Indenture. In addition, the Company will not permit any Significant Subsidiary to consolidate or merge with, or transfer all or substantially all of its assets in a single transaction or through a series of related transactions to, another Person or group of affiliated Persons unless such transaction is effected for fair value as determined by the Board of Directors of the Company acting in good faith and the Company makes an offer to purchase the Notes outstanding at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any) will, upon consummation to the date of purchase, with the proceeds of such transaction; provided that any Subsidiary may consolidate or merge with or transfer all or substantially all of its assets to the Company or a direct or indirect wholly owned Subsidiary of the proposed Company. Within 30 days following any consolidation, merger or transfer of assets involving a Significant Subsidiary, the Company will mail or cause the mailing of a notice to each Holder of a Note, at the address of such Holder as it appears on the Note register, stating (i) that such a transaction has occurred and that such Holder has the right to require the Company to repurchase with the proceeds of such transaction such Holder's Notes, pro rata with all Notes tendered by other Holders of Notes, at the applicable purchase price in cash as provided above, plus accrued and unpaid interest, if any, to the date of purchase, (ii) the circumstances and relevant facts regarding such transaction (including, but not limited to, information with respect to pro forma income, cash flow and capitalization after giving effect to such transaction), (iii) the purchase date (which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed) and (iv) the instructions determined by the Company, consistent with this Indenture, that such Holder must follow in order to have its Notes repurchased. The Company will comply with the provisions of Section 14(e), Rule 14e-1 and any other tender offer rules under the Exchange Act which may then be applicable in connection with any offer by the Company to purchase Notes at the option of the Holders thereof as described above. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.1, the Company shall comply with the applicable provisions of this Indenturesecurities laws and regulations and shall not be deemed to have breached its obligations hereunder by virtue thereof.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall will not consolidate with, with or merge with any Person or intoconvey, transfer or lease all or substantially all of its assets to any Person, unless: (1) the Company survives such merger or the Person formed by such consolidation or into which the Company is merged or that acquires by conveyance or transfer, or sellwhich leases, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as is a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of ColumbiaColumbia and expressly assumes, such other Person assumes by supplemental indenture all indenture, the due and punctual payment of the obligations principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under the Securities Indenture, the Securities, the Pledge Agreement and this Indenture the Registration Rights Agreement; and following the Company shall have taken all steps necessary or reasonably requested by the Trustee to protect and perfect the security interest granted or purported to be granted to the Holders under the Pledge Agreement; (2) immediately before and after giving effect to such transaction no Default or series Event of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Default exists; (ii3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the Company (or series the surviving or transferee entity) is equal to or greater than the Consolidated Net Worth of transactionsthe Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, no Default the Company (or Event the surviving or transferee entity) would be able to incur at least $1.00 of Default shall have occurred and be continuing additional Indebtedness (other than Permitted Indebtedness) under this Indenturethe test described in Section 4.09(a). For purposes of In connection with any consolidation, merger, conveyance, transfer or lease contemplated by this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that all conditions precedent to the proposed transaction and, if required, and the execution and delivery of such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenturehave been complied with.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this Indenture. For clause (iv) shall not apply to (x) a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company or any Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would, if Incurred at such time, have been permitted to be Incurred (and all such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Restricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to have been Incurred) for all purposes of this Section 5.01Indenture or (y) a consolidation, the sale, transfer, lease, conveyance merger or other disposition sale of all or substantially all of the properties or assets of one or more Subsidiaries of the Company if immediately after giving effect to another Person other than such transaction on a pro forma basis, the Company or one any Person becoming the successor obligor of the Notes shall have a Consolidated Leverage Ratio equal to or more other Subsidiaries less than the Consolidated Leverage Ratio of the Company immediately prior to such transaction; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv) above) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the state of the consolidated properties or assets incorporation of the Company and any such transaction shall not have as one of its Subsidiaries, taken as a whole, shall be deemed to be purposes the sale, transfer, lease, conveyance or other disposition of all or substantially all evasion of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The ---------------------------- Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, (A) the Company or any Person becoming the successor obligor of the Notes, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; or (B) the Company or any Person becoming the successor obligor of the Notes, as the case may be, shall have a Consolidated Leverage Ratio no more than the greater of (I) 6:1 and (II) the Consolidated Leverage Ratio of the Company immediately prior to such transaction; provided that this Indenture. For purposes clause (iii) shall not apply -------- to a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided -------- that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (iv) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii) above) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (iii) of this Section 5.015.01 does -------- ------- not apply if, in the sale, transfer, lease, conveyance or other disposition of all or substantially all good faith determination of the properties or assets Board of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the state of incorporation of the consolidated properties or assets Company; and that any such transaction shall not have as one of its purposes the evasion of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not --------------------------- consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company, unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the sale, transfer, lease, conveyance Company or other disposition of all or substantially all any Person becoming the successor obligor of the properties Notes shall have a Consolidated Net Worth equal to or assets of one or more Subsidiaries greater than the Consolidated Net Worth of the Company immediately prior to another such transaction; provided that this clause (iii) shall not apply to a consolidation or merger; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person other becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iv) shall not apply to a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company or one or more any Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would have been permitted (and all such Liens and Indebtedness, other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets than Liens and Indebtedness of the Company and its Subsidiaries, taken as a wholeRestricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to be have been Incurred) for all purposes of this Indenture; (v) the saleCompany delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, transferin each case stating that such consolidation, leasemerger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; and (vi) each Subsidiary Guarantor, conveyance or other disposition of all or substantially all unless such Subsidiary Guarantor is the Person with which the Company has entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of the consolidated properties Company or assets the surviving entity in accordance with the Notes and this Indenture; provided, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Company and any such transaction shall not have as one of its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to purposes the Trustee substantially concurrently with or prior to the consummation evasion of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenturepreceding limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, with or merge with or into, or, directly or indirectly, sell, transfer, lease, convey convey, assign or otherwise dispose of transfer all or substantially all of the consolidated its property or and assets of to, any person unless: (a) either the Company and its Subsidiaries, taken as shall be the resulting or surviving corporation or such person is a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and existing under the laws of the United States of America, any state of the United States of America State thereof or the District of Columbia, and such other Person person expressly assumes (i) by supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all of the outstanding Securities and the due and punctual performance and observance of all other covenants, agreements and conditions contained in this Indenture and the Securities to be performed or observed by the Company (including, without limitation, the obligations of the Company under Article 4 hereof) and (ii) the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Registration Rights Agreement; and (iib) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or series such successor corporation as a result of transactionssuch transaction as having been incurred by the Company or such successor corporation, as the case may be, at the time of such transaction, no Default default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Personcontinuing. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel (Counsel, each of which may rely upon shall comply with Section 12.4 and shall state that such Officers’ Certificate as to the absence of Defaults transaction and Events of Default and other statements of fact) stating that the proposed transaction and, if required, any such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with this Article 7 and that all conditions precedent herein relating to such transaction have been complied with; provided, -------- however, that such Opinion of Counsel shall address only the applicable provisions matters referred to ------- in subsection (a) of this IndentureSection 7.1.

When Company May Merge, Etc. Subject to Section 5.02The Company will not, the Company shall not in any transaction or series of transactions, merge or consolidate with, or merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets to, any person or persons, and the consolidated property Company will not permit any of its Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Subsidiaries, taken as a whole, to another Person any other person or persons, unless at the time of and after giving effect thereto (other than one or more Subsidiaries of a) either (i) if the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactionstransactions is a merger or consolidation, unless the Company shall be the surviving person of such merger or consolidation, or (i)(xii) the person formed by such consolidation or into which the Company or such Subsidiary is merged or to which the continuing Person properties and assets of the Company or such Subsidiary, as the case may be, are transferred (yany such surviving person or transferee person being the "Surviving Entity") such other Person is shall be a corporation organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of Columbia, such other Person assumes Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture and, in each case, this Indenture shall remain in full force and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes effect; (b) immediately before and (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness 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 shall have occurred and be continuing and the Company, or the Surviving Entity, as the case may be, after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under this Indenture. For purposes Section 4.07 (assuming a market rate of this Section 5.01interest with respect to such additional Indebtedness); and (c) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the saleConsolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions. In connection with any consolidation, merger, transfer, lease, conveyance assignment or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of contemplated hereby, the Company to another Person other than the Company shall deliver, or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed cause to be delivered, to the saleTrustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer, lease, conveyance assignment or other disposition of all or substantially all of and the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, in respect thereof comply with the applicable provisions of requirements under this Indenture; provided, however, that solely for purposes of computing amounts described in subclause (C) of Section 4.09, any such successor person shall only be deemed to have succeeded to and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation or transfer of assets.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the consolidated its property and assets (as an entirety or assets substantially as an entirety in one transaction or a series of the Company and its Subsidiariesrelated transactions) to, taken as a whole, to another any Person (other than one a consolidation with or more Subsidiaries merger with or into or a sale, conveyance, transfer, lease or other disposition to a Wholly-Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such merger of the Company with a Wholly-Owned Restricted Subsidiary, no consideration (it being understood that this Article 5 other than common stock) in the surviving person or the Company) shall not apply be issued or distributed to a sale, transfer, lease, conveyance the stockholders of the Company) or other disposition of property permit any Person to merge with or assets between or among into the Company and its Subsidiaries)), whether in a single transaction or (subject to such exceptions as may be established pursuant to Section 2.03 with respect to the Securities of all series of related transactions, unless then Outstanding) unless: (i)(xi) either (x) the Company is shall be the continuing Person or (y) the Person (if other than the Company) formed by such other Person consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company under on all of the Securities and under this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes continuing; (iii) the Company delivers to the Trustee an Officers' Certificate and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.015.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; and (iv) such other conditions as may be established pursuant to Section 2.03 with respect to the Securities of any series then Outstanding. provided, however, that the saleforegoing limitations shall not apply if, transfer, lease, conveyance or other disposition of all or substantially all in the good faith determination of the properties or assets board of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the state of incorporation of the consolidated properties or assets Company; and provided further that any such transaction shall not have as one of its purposes the evasion of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another into any Person unless: (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x1) the Company Person formed by or surviving any such consolidation or merger is the continuing Person or (y) such other Person is a corporation organized and existing under the laws of the United States of AmericaStates, any state of the United States of America thereof or the District of Columbia, ; (2) the corporation formed by or surviving any such other Person consolidation or merger assumes by supplemental indenture all of the obligations of the Company under the Securities Notes and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii3) immediately after giving effect to such the transaction or series of transactions, no Default or Event of Default exists; and (4) the corporation formed by or surviving any such consolidation or merger shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, Adjusted Net Worth (immediately after the sale, transfer, lease, conveyance transaction) equal to or other disposition of all or substantially all of greater than the properties or assets of one or more Subsidiaries Adjusted Net Worth of the Company (immediately preceding the transaction), and the aggregate combined Consolidated Net Income of such Person and the Company for the four full fiscal quarters immediately preceding such transaction shall be equal to another Person other or greater than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets Consolidated Net Income of the Company and (for its Subsidiariesfour full fiscal quarters immediately preceding such transaction), taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Personrespectively. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, and such supplemental indenture (if any) willcomply with this Indenture. The surviving corporation shall be the successor Company. Notwithstanding the foregoing, upon consummation the Company shall be permitted to sell, lease, transfer or otherwise dispose of any or all of its assets; provided, however, that the Company shall not sell, lease, transfer or otherwise dispose of the proposed transactionPledged HGA Securities or all or substantially all of the assets of HGA or, comply with unless and until the applicable provisions Pledged CooperSurgical Securities are released from the security interest created by the Pledge Agreement, the Pledged CooperSurgical Securities or all or substantially all of this Indenturethe assets of CooperSurgical, except to the extent otherwise permitted by, and subject to the terms of, Article 11 and the Collateral Documents.

When Company May Merge, Etc. Subject to Section 5.02, Neither the Parent nor the Company shall not will consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the consolidated its property and assets (as an entirety or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than substantially an entirety in one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or a series of related transactions) to, unless any Person unless: (i)(xi) the Company is resulting, surviving or transferee Person (the continuing “Successor Company”) shall be a Person or (y) such other Person is organized and existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and the District of ColumbiaSuccessor Company, such other Person assumes if not the Parent or the Company, shall expressly assume, by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company Parent or the Company, as applicable, under the Securities and this Indenture and following such transaction the Notes or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Guarantee, as applicable; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing continuing; (iii) immediately after giving effect to such transaction on a pro forma basis the Successor Company could Incur at least $1.00 of Indebtedness under this Indenture. For purposes Section 4.02(a); (iv) the Parent or the Company, as applicable, delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii) of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate ) and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, in each case stating that the proposed transaction andsuch consolidation, if required, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (if anyiii) will, upon consummation of this Section 5.01 will not be applicable to (A) a merger of the proposed transactionParent or the Company with or into the Parent or a Restricted Subsidiary or (B) the Parent or the Company merging with an Affiliate if, comply with in the applicable provisions good faith determination of this Indenturethe Board of Directors of the Parent, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Parent or the Company, as applicable; provided that any such transaction described in clause (B) shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not --------------------------- consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof, and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the saleCompany or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, transferthe Company, leaseor any Person becoming the successor obligor of the Notes, conveyance as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a); provided, however, that this clause (iv) shall not apply to a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth, provided that in connection with any such merger or consolidation, no consideration (except Capital Stock (other disposition of all than Redeemable Stock) in the surviving Person or substantially the Company (or a Person that owns directly or indirectly all of the properties or assets of one or more Subsidiaries Capital Stock of the Company to another surviving Person other than or the Company immediately following such transaction)) shall be issued or one distributed to the stockholders of the Company; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or more other Subsidiaries transfer and such supplemental indenture comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the state of the consolidated properties or assets incorporation of the Company and any such transaction shall not have as one of its Subsidiaries, taken as a whole, shall be deemed to be purposes the sale, transfer, lease, conveyance or other disposition of all or substantially all evasion of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, Neither Lodgian nor the Company shall not will consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the consolidated its property and assets (as an entirety or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than substantially an entirety in one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or a series of related transactions) to, unless any Person or permit any Person to merge with or into it, unless: (i)(x1) the Company is it shall be the continuing Person, or the Person (if other than it) formed by such consolidation or into which it is merged or that acquired or leased such property and assets (ythe "Surviving Person") such other Person is shall be a corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the its obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Notes; (ii2) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (3) immediately after giving effect to such transaction on a pro forma basis, the sale, transfer, lease, conveyance Lodgian or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one the Surviving Person, as the case may be, shall have a Consolidated Net Worth equal to or more other Subsidiaries greater than the Consolidated Net Worth of Lodgian or the Company, which properties as the case may be, immediately prior to such transaction; (4) immediately after giving effect to such transaction on a pro forma basis, Lodgian or assetsthe Company or the Surviving Person, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (4) shall not apply to a consolidation, merger or sale of all (but not less than all) of the assets of Lodgian or the Company, as the case may be, if held by all Liens and Indebtedness of Lodgian or the Company instead of such Subsidiariesor the Surviving Person, would constitute all or substantially all of as the consolidated properties or assets of the Company case may be, and its SubsidiariesRestricted Subsidiaries outstanding immediately after such transaction would have been permitted (and all such Liens and Indebtedness, taken as a wholeother than Liens and Indebtedness of Lodgian and its Restricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to be have been Incurred) for all purposes of this Indenture; (5) it delivers to the saleTrustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (3) and (4)) and Opinion of Counsel, transferin each case stating that such consolidation, leasemerger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; and (6) each Guarantor, conveyance unless such Guarantor is the Person with which Lodgian or other disposition of all or substantially all of the consolidated properties or assets Company has entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of the Company or the Surviving Person in accordance with the Notes and its Subsidiariesthis Indenture; provided, taken as a wholehowever, to another Person. The Company shall deliver to that clauses (3) and (4) above do not apply if, in the Trustee substantially concurrently with or prior to the consummation good faith determination of the proposed Board of Directors of Lodgian, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction an Officers’ Certificate is to change the state of incorporation of Lodgian or the Company and an Opinion any such transaction shall not have as one of Counsel (which may rely upon such Officers’ Certificate as to its purposes the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation evasion of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Notwithstanding the provisions of Section 5.026.10, the Company shall not may consolidate with, or merge with or into, another Person or sell, transfer, transfer (by lease, convey assignment, sale or otherwise dispose of otherwise) all or substantially all of its properties and assets, in a single transaction, as an entirety or substantially as an entirety to another Person if: (a) either the consolidated property Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company and its Subsidiaries, taken as an entirety or substantially as an entirety are transferred shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is organized and existing under the laws of the United States of America, America or any state of the United States of America thereof or the District of ColumbiaColumbia and shall expressly assume, such other Person assumes by an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities Debentures and this Indenture Indenture; provided that a corporation at all times shall be a co-obligor together with the continuing Person or transferee if the continuing Person or transferee is itself not a corporation; (b) prior to the consummation of such transaction, the Holders of a majority in aggregate principal amount of the Outstanding Debentures shall have consented to such transaction; provided, however, such consent shall not be required i n connection with a transaction in which TCK or any Subsidiary thereof is the surviving or acquiring entity; (c) immediately before and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default and no Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of continuing; and (d) the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver has delivered to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, each stating that the proposed transaction andsuch consolidation, if requiredmerger, transfer or lease and such supplemental indenture (if any) willcomply with this Article XII and that all conditions precedent herein provided relating to such transaction have been complied with. The foregoing shall not be applicable with respect to a consolidation, upon consummation merger or transfer that involves less than 25% of the proposed transaction, comply with assets of the applicable provisions of this IndentureCompany.

When Company May Merge, Etc. Subject to Section 5.02, Neither the Company nor any Guarantor shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the consolidated its property or and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than in one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or a series of related transactions) to, unless any Person unless: (i)(xa) (i) the Company is or such Guarantor, as the case may be, shall be the continuing Person or (yii) the Person (if other than the Company or such other Guarantor, as the case may be,) formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or to which properties and assets of the Company or such Guarantor, as the case may be, shall be sold, conveyed, transferred or leased shall be a Person is organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company under or such Guarantor, as the case may be, on all of the Securities or the Guarantees, as the case may be, and under this Indenture and following the Company or such transaction or series of related transactions Guarantor, as the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and case may be; (iib) immediately after giving effect to such transaction or series of transactionsthe transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of continuing; and (c) the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver have delivered to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and (A) an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction andsuch consolidation, if requiredmerger or sale, conveyance, transfer or lease and such supplemental indenture (if any) willcomplies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, upon consummation valid and binding obligation of the proposed Company or such Guarantor, as the case may be, and any such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, comply with the applicable provisions of this Indentureno Default shall have occurred and be continuing.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, with or merge with or into, or sell, transfer, lease, convey or otherwise dispose of transfer all or substantially all of the consolidated property its assets to, any person, (any such consolidation, merger or assets of sale being a "Disposition") unless: (a) either the Company and its Subsidiaries, taken as shall be the resulting or surviving entity of such Disposition or such person is a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and existing under the laws of the United States of AmericaStates, any state of the United States of America a State thereof or the District of Columbia, and such other Person person expressly assumes by supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture (in which case all such obligations of the Company shall terminate); and (b) immediately before and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series Disposition and treating any indebtedness which becomes an obligation of transactionsthe Company as a result of such Disposition as having been incurred by the Company at the time of such transaction, no Default default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; and (c) the entity formed by or surviving such Disposition, or the sale, transfer, lease, conveyance person to which such Disposition shall have been made shall have Consolidated Net Worth (immediately after the Disposition but prior to giving effect on a pro forma basis to any purchase accounting adjustments or other disposition of all restructuring changes resulting from the Disposition) equal to or substantially all of greater than the properties or assets of one or more Subsidiaries Consolidated Net Worth of the Company to another Person other than immediately preceding the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another PersonDisposition. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel (Counsel, each of which may rely upon shall comply with Section 12.4 and shall state that such Officers’ Certificate as to the absence of Defaults consolidation, merger or transfer and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions this Article 7 and that all conditions precedent herein provided for relating to such transaction have been complied with; provided, however, that such Opinion of this IndentureCounsel shall not address Events of Default, except where such counsel has actual knowledge of any such Event of Default.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or intointo any other corporation (whether or not the Company shall be the surviving corporation), or sell, transferassign, lease, convey transfer or otherwise dispose of lease all or substantially all of the consolidated property its properties and assets as an entirety or assets substantially as an entirety to any Person or group of the Company and its Subsidiariesaffiliated Persons, taken as a whole, to another Person (other than in one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or a series of related transactions, unless unless: (i)(x1) either the Company is shall be the continuing Person or the Person (yif other than the Company) formed by such other consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company are sold, assigned, transferred or leased is a corporation (or constitute corporations) organized and existing under the laws of the United States of America, America or any state of the United States of America State thereof or the District of ColumbiaColumbia and expressly assumes, such other Person assumes by an indenture supplemental indenture to this Indenture, all of the obligations of the Company under the Securities Notes and this Indenture Indenture; (2) immediately before and following after giving effect to such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes transactions, no Event of Default, and no Default, shall have occurred and be continuing; (ii3) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01related transactions on a pro forma basis, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries Consolidated Net Worth of the Company to another Person other than (or of the surviving, consolidated or transferee entity if the Company or one or more other Subsidiaries of the Companyis not continuing, which properties or assets, if held by treating such entity as the Company instead for purposes of such Subsidiaries, would constitute all or substantially all of determining Consolidated Net Worth) shall be at least equal to the consolidated properties or assets Consolidated Net Worth of the Company and its Subsidiariesimmediately before such transaction or series of related transactions; and (4) immediately after giving effect to such transaction or series of related transactions, taken the Company (or the surviving, consolidated or transferee entity if the Company is not continuing, but treating such entity as a wholethe Company for purposes of making such determination) would be permitted to incur an additional $1.00 of Indebtedness immediately prior to such transaction or series of related transactions, under the first paragraph of clause (a) of SECTION 4.03; PROVIDED, HOWEVER, that this clause (4) shall be deemed inapplicable if (a) such transaction or series of related transactions would result in the occurrence of a Change of Control or (b) immediately prior to giving effect to such transaction or series of related transactions, the Company would not be permitted to incur an additional $1.00 of Indebtedness under the salefirst paragraph of clause (a) of SECTION 4.03, transferand immediately after giving effect to such transaction or series of related transactions on a pro forma basis, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets Interest Coverage Ratio of the Company and its Subsidiaries(or the surviving, taken consolidated or transferee entity if the Company is not continuing, treating such entity as a whole, the Company for purposes of determining the Interest Coverage Ratio) shall be at least equal to another Personthe Interest Coverage Ratio of the Company immediately before such transaction or series of related transactions. The Company shall deliver not consummate the Stone Transaction, unless: (1) clauses (1) - (4) of the first paragraph of this covenant are satisfied; and (2) solely in connection with the transaction described in clause (iii) of the definition of "Stone Transaction", the surviving corporation shall expressly assume, by an indenture supplemental to this Indenture, all obligations of the Trustee substantially concurrently Company under the Notes and this Indenture such that the surviving corporation shall be the sole direct obligor under the Notes and this Indenture from and after the Stone Transaction Date. If the Guarantor is merged with or prior to consolidated into the consummation Company or SSCC, the Guarantee of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to Notes by the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureGuarantor shall be extinguished.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing continuing; (iii) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this Indenture. For purposes of this Section 5.01clause (iii) shall not apply to a consolidation, the sale, transfer, lease, conveyance merger or other disposition sale of all or substantially all (but not less than all) of the properties or assets of one or more Subsidiaries of the Company to another Person other than if all Liens and Indebtedness of the Company or one or more other any Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiaries of the Company, which properties or assetsoutstanding immediately after such transaction would, if held by the Company instead of Incurred at such Subsidiariestime, would constitute have been permitted to be Incurred (and all or substantially all of the consolidated properties or assets such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Subsidiaries, taken as a wholeRestricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to be have been Incurred) for all purposes of this Indenture; and (iv) the saleCompany delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii) above) and Opinion of Counsel, transferin each case stating that such consolidation, leasemerger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, conveyance or other disposition of all or substantially all however, that clause (iii) above does not apply if, in the good faith determination of the consolidated properties or assets Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Company and any such transaction shall not have as one of its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to purposes the Trustee substantially concurrently with or prior to the consummation evasion of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall will not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the jurisdiction of incorporation of the Company immediately prior to such transaction, the United States of America, the British Virgin Islands, the Cayman Islands, the Netherlands Antilles, any state of EU Country or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the United States of America or the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under this Indenture; provided that, with respect to any such transaction immediately subsequent to which the continuing Person is incorporated in a jurisdiction other than the United States or the jurisdiction in which such Person was incorporated immediately prior to such transaction, (A) the Company delivers to the Trustee an Opinion of Counsel stating that the obligations of the continuing Person under the Securities Indenture are enforceable under the laws of the new jurisdiction of its incorporation to the same extent as the obligations of the Company under the Indenture immediately prior to such transaction; (B) the continuing Person agrees in writing to submit to jurisdiction and appoints an agent for the service of process, each under terms substantially similar to the terms contained in the Indenture with respect to the Company; (C) the continuing Person agrees in writing to pay "additional amounts" as provided under this Indenture with respect to the Company except that such "additional amounts" shall relate to any withholding tax whatsoever regardless of any change of law (subject to exceptions substantially similar to those contained in this Indenture and following described under Section 4.13); and (D) the Board of Directors of the Company determines in good faith that such transaction or series of related transactions will have no material adverse effect on any Holder and a Board Resolution to that effect is delivered to the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Trustee; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the sale, transfer, lease, conveyance Company or other disposition of all or substantially all any Person becoming the successor obligor of the properties Notes shall have a Consolidated Net Worth equal to or assets of one or more Subsidiaries greater than the Consolidated Net Worth of the Company immediately prior to another Person other than such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company or one any Person becoming the successor obligor 151 51 of the Notes would have a Consolidated Leverage Ratio no higher (or, if negative, no lower) than the Consolidated Leverage Ratio of the Company immediately prior to such transaction; provided that, in connection with any such merger or more consolidation, no consideration (other Subsidiaries than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all transaction is to change the state or substantially all jurisdiction of incorporation of the consolidated properties or assets Company; and provided further that any such transaction shall not have as one of its purposes the evasion of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing continuing; (iii) immediately after giving effect to such transaction on a PRO FORMA basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a PRO FORMA basis, the Company, or any Person becoming the successor obligor of the Notes and the Euro Notes, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03 hereof; PROVIDED that this Indenture. For clause (iv) shall not apply to (1) a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company or any Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would, if Incurred at such time, have been permitted to be Incurred (and all such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Restricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to have been Incurred) for all purposes of this Section 5.01Indenture or (2) a consolidation, the sale, transfer, lease, conveyance merger or other disposition sale of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiariesif, taken as immediately after giving effect to such transaction on a wholePRO FORMA basis, shall be deemed to be the sale, transfer, lease, conveyance Company or other disposition of all or substantially all any Person becoming the successor obligor of the consolidated properties Notes shall have a Consolidated Leverage Ratio equal to or assets less than the Consolidated Leverage Ratio of the Company and its Subsidiaries, taken as a whole, immediately prior to another Person. The such transaction; and (v) the Company shall deliver delivers to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and an (iv) of this Section 5.01) and Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, in each case stating that the proposed transaction andsuch consolidation, if required, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED, HOWEVER, that clauses (if anyiii) willand (iv) of this Section 5.01 do not apply if, upon consummation in the good faith determination of the proposed transactionBoard of Directors, comply with whose determination shall be evidenced by a Board Resolution, the applicable provisions principal purpose of this Indenturesuch transaction is to change the state of incorporation of the Company; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall may not consolidate with, with or merge with or into, or sell, transferconvey, lease, convey transfer or otherwise dispose of all lease its properties and assets as an entirety or substantially all as an entirety (either in one transaction or a series of transactions) to, any Person unless: (1) the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person (Successor if other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a) is a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and existing under the laws of the United States of America, America or any state of the United States of America State thereof or the District of Columbia, such other Person assumes and (b) shall expressly assume by a supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Trust Debt Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii2) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or series any Subsidiary as a result of transactionssuch transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing under continuing; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture comply with this Indenture. For purposes The Successor will be the successor to the Company, and will be substituted for, and may exercise every right and power and become the obligor on the Trust Debt Securities with the same effect as if the Successor had been named as the Company herein but, in the case of this Section 5.01, the a sale, transferconveyance, lease, conveyance transfer or other disposition lease of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assetsthe predecessor Company will not be released from its obligation to pay the principal of and premium, if held by any, and interest on the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureTrust Debt Securities.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not (a) directly or indirectly, in any transaction or series of transactions, merge, consolidate with, or merge amalgamate with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets to, any person or persons, or (b) permit any of the consolidated property Guarantors to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or of the Company and its Subsidiariesthe Guarantors, taken as a whole, to another Person any other person or persons, unless at the time of and after giving effect thereto: (a) either (i) the Company shall be the surviving person, or (ii) the person formed by or surviving such consolidation, merger or amalgamation (if other than one the Company) or more Subsidiaries into which the Company or such Guarantor, as the case may be, is merged or to which the properties and assets of the Company or such Guarantor, as the case may be, are transferred (it any such surviving person or transferee person being understood that this Article 5 the "Surviving Entity"), (A) shall not apply to be a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of Columbia, and (B) shall expressly assume by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the Company (and such other Person assumes by Guarantor, as the case may be) under the Notes, this Indenture and the Guarantees (and such supplemental indenture shall also be executed by each Guarantor and shall further provide that each Guarantor confirms that its obligations under the Indenture and its Guarantee remain in full force and effect), and (C) shall expressly assume, by amendment, supplement or any other appropriate instrument executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (and such Guarantor, as the case may be) under the Securities Registration Rights Agreement, the Intercreditor Agreement and the Security Documents (and such amendment, supplement or other instrument shall also be executed by each Guarantor and shall further provide that each Guarantor confirms that its obligations under the Registration Rights Agreement, the Intercreditor Agreement and its Security Documents remain in full force and effect), and, (D) shall cause 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 Security Documents on the Collateral owned by the Company and, if applicable, such Guarantor (in the case of a merger or consolidation) or on the Collateral transferred to the Surviving Entity (in the case of a transfer of assets), 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); (b) the Collateral owned by the Company and, if applicable, such Guarantor (in the case of a merger or consolidation) or the Collateral transferred to the Surviving Entity (in the case of a transfer of assets) (1) shall continue to constitute Collateral under this Indenture and following the Security Documents, (2) shall be subject to the Lien in favor of the Trustee (or, in the case of property or assets subject to a Mortgage, the Trustee or another trustee under such transaction or series Mortgage) for the benefit of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes Holders of the Notes and (ii3) shall not be subject to any Lien other than Liens expressly permitted by this Indenture and the Security Documents; (c) the property and assets of the person which is merged or consolidated with or into the Company or such Guarantor, or to which the properties and assets of the Company or such Guarantor are transferred, to the extent that such property or assets are of the types which would constitute "Trust Property" (as defined in the form of Mortgage attached as an Exhibit G to this Indenture) or "Collateral" (as defined in the form of Security Agreement attached as an Exhibit F to this Indenture) (assuming, in the case of real property or a leasehold interest in real property, that an appropriate description of such property or leasehold interest were included as a schedule to such form of Mortgage and assuming, in the case of fixtures, improvements and other types of Trust Property, that a description of the related real property or leasehold interest in real property, as the case may be, were included as a schedule to such form of Mortgage) shall be treated as After-Acquired Property and the Company and the Guarantors or the Surviving Entity, as the case may be, shall take such actions as may be 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 specified by this Indenture (including without limitation Section 11.01 hereof (including delivery of such documents, Officers' Certificates and Opinions of Counsel as may be required by Section 11.01 hereof)) and the Security Documents; (1) immediately before and immediately after giving effect to such transaction or series of transactions on a Pro Forma basis (including, without limitation, any Indebtedness 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 shall have occurred and be continuing under this Indenture. For purposes continuing, and (2) the Company, or the Surviving Entity, as the case may be, after giving effect to such transaction or series of this transactions on a Pro Forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness pursuant to the first paragraph of Section 5.014.08 hereof (assuming a market rate of interest with respect to such additional Indebtedness); (e) immediately after giving effect to such transaction or series of transactions on a Pro Forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to another Person other than the Consolidated Net Worth of the Company immediately before such transaction or one series of transactions; and (f) if, as a result of any such transaction or more other Subsidiaries series of the Companytransactions, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties any property or assets of the Company and its Subsidiariesor any of the Guarantors would become subject to a Lien, taken as a wholesuch Lien is permitted by Section 4.11 hereof; (g) in connection with such transaction or series of transactions, the Company shall be deemed have delivered, or caused to be the saledelivered, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel, each in form reasonably satisfactory to the Trustee, each stating that such transaction or series of transactions and any supplemental indenture, amendments, supplements or other instruments or agreements required by clause (a) or (c) of this Section 5.01 complies with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction or series of transactions have been complied with (except that such Opinion of Counsel (which may rely upon such Officers’ Certificate need express no opinion as to the absence of Defaults matters referred to in clauses (b)(3), (d)(2) and Events of Default and other statements of fact(e) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureabove).

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall will not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the jurisdiction of incorporation of the Company immediately prior to such transaction, the United States of America, the British Virgin Islands, the Cayman Islands, the Netherlands Antilles, any state of EU Country or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, 54 48 executed and delivered to the United States of America or the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under this Indenture; provided that, with respect to any such transaction immediately subsequent to which the continuing Person is incorporated in a jurisdiction other than the United States or the jurisdiction in which such Person was incorporated immediately prior to such transaction, (A) the Company delivers to the Trustee an Opinion of Counsel stating that the obligations of the continuing Person under the Securities Indenture are enforceable under the laws of the new jurisdiction of its incorporation to the same extent as the obligations of the Company under the Indenture immediately prior to such transaction; (B) the continuing Person agrees in writing to submit to jurisdiction and appoints an agent for the service of process, each under terms substantially similar to the terms contained in the Indenture with respect to the Company; (C) the continuing Person agrees in writing to pay "additional amounts" as provided under this Indenture with respect to the Company except that such "additional amounts" shall relate to any withholding tax whatsoever regardless of any change of law (subject to exceptions substantially similar to those contained in this Indenture and following described under Section 4.13); and (D) the Board of Directors of the Company determines in good faith that such transaction or series of related transactions will have no material adverse effect on any Holder and a Board Resolution to that effect is delivered to the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Trustee; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the sale, transfer, lease, conveyance Company or other disposition of all or substantially all any Person becoming the successor obligor of the properties Notes shall have a Consolidated Net Worth equal to or assets of one or more Subsidiaries greater than the Consolidated Net Worth of the Company immediately prior to another Person other than such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company or one any Person becoming the successor obligor of the Notes would have a Consolidated Leverage Ratio no higher (or, if negative, no lower) than the Consolidated Leverage Ratio of the Company immediately prior to such transaction; provided that, in connection with any such merger or more consolidation, no consideration (other Subsidiaries than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all transaction is to change the state or substantially all jurisdiction of incorporation of the consolidated properties or assets Company; and provided further that any such transaction shall not have as one of its purposes the evasion of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company, or of the Company and its Subsidiaries, Restricted Subsidiaries taken as a whole, to to, another Person person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to or a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)Guarantor), whether in a single transaction or series of related transactions (it being understood that any Krstyexxa Sale shall be deemed to be such a transaction) (each such transaction or series of related transactions, unless a “Restricted Merger or Sale Transaction”), unless: (i)(xA) the Company Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, transfer, lease, conveyance or disposition is the continuing Person made (1) is a corporation organized or (y) such other Person is organized and existing under the laws of the United States of AmericaStates, any state of the United States of America or the District of Columbia, such other Person Columbia and (2) assumes by supplemental indenture all of the obligations of the Company under (x) the Securities and this Indenture and following such transaction or series of related transactions Indenture, pursuant to a supplemental indenture reasonably satisfactory in form to the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes Trustee and (iiy) the Collateral Documents, by amendment, supplement or other instrument satisfactory in form to the Trustee and the Collateral Agent executed and delivered to the Trustee and the Collateral agent, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to such Person; (B) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, exist; and (C) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, transfer, lease, conveyance or other disposition is made would be, on the date of all such transaction or substantially all series of transactions, after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the properties applicable Four Quarter Period, rated at least BB (stable outlook) by S&P, or assets of one the equivalent thereof by Moody’s or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another PersonKroll. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of factDefault) stating that the proposed transaction and, if required, and such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture. Notwithstanding anything herein to the contrary, the foregoing requirements shall not apply to any transaction or series of transactions involving the sale, transfer, lease, conveyance or disposition of any properties or assets by any Subsidiary to any Guarantor, or the consolidation or merger of any Subsidiary with or into any other Guarantor or the Company.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company (other than the merger of BTI with a Wholly Owned Restricted Subsidiary of BTI Telecom in the Reorganization) unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof, and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the saleCompany or any Person becoming the successor obligor of the Notes shall have Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, transferthe Company, leaseor any Person becoming the successor obligor of the Notes, conveyance as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03; provided, however, that this clause (iv) shall not apply to a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth, provided that in connection with any such merger or consolidation, no consideration (except Capital Stock (other disposition of all than Redeemable Stock) in the surviving Person or substantially the Company (or a Person that owns directly or indirectly all of the properties or assets of one or more Subsidiaries Capital Stock of the Company to another surviving Person other than or the Company immediately following such transaction)) shall be issued or one distributed to the stockholders of the Company; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or more other Subsidiaries transfer and such supplemental indenture comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the state of incorporation of the consolidated properties or assets Company; and provided further that any such transaction shall not have as one of its purposes the evasion of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not not, in any single transaction or series of related transactions, consolidate with, or merge with or intointo (whether or not the Company is the Surviving Person (other than a consolidation or merger with or into a Wholly-Owned Restricted Subsidiary; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the Surviving Person or the Company) shall be issued or distributed to the shareholders of the Company)), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property its 104 properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than in one or more Subsidiaries of related transactions to, another Person, and the Company (it being understood that this Article 5 shall will not apply permit any Restricted Subsidiary to a sale, transfer, lease, conveyance enter into any such transaction or other disposition series of property or assets between or among the Company and its Subsidiaries)), whether in a single related transactions if such transaction or series of related transactions, unless (i)(x) in the Company is the continuing Person or (y) such other Person is organized and existing under the laws of the United States of Americaaggregate, any state of the United States of America or the District of Columbiawould result in a sale, such other Person assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the saleassignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to another Person. The Company shall deliver to , unless (i) the Trustee substantially concurrently with Surviving Person is a corporation organized or prior to existing under the consummation laws of the proposed transaction an Officers’ Certificate United States, any state thereof or the District of Columbia; (ii) the Surviving Person (if other than the Company) assumes all the obligations of the Company under the Notes (and an Opinion the Subsidiary Guarantees of Counsel (which may rely upon the Subsidiary Guarantors shall be confirmed as applying to such Officers’ Certificate as to Surviving Person's obligations under the absence of Defaults Notes) and Events of Default and other statements of fact) stating that the proposed transaction this Indenture and, if requiredthe Company has not satisfied its obligations pursuant to Section 2 of the Registration Rights Agreement, such then the Registration Rights Agreement pursuant to a supplemental indenture or other written agreement, as the case may be, in a form reasonably satisfactory to the Trustee; (if anyiii) will, upon consummation at the time of the proposed and immediately after such transaction, comply with no Default or Event of Default shall have occurred and be continuing; and (iv) the applicable provisions Surviving Person will have at the time of this Indenturesuch transaction and after giving pro forma effect thereto, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 10.11. This Section 8.01 shall not apply to the Merger or the Debt Assumption.

When Company May Merge, Etc. Subject to Section 5.02The Company will not, the Company shall not in any transaction or series of transactions, merge or consolidate with, or merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any person or persons, and the consolidated property Company will not permit any of its Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Subsidiaries, taken as a whole, to another Person any other person or persons, unless at the time of and after giving effect thereto: (other than one or more Subsidiaries of a) either (i) if the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactionstransactions is a merger or consolidation, unless the Company shall be the surviving person of such merger or consolidation, or (i)(xii) the person formed by such consolidation or into which the Company or such Subsidiary is merged or to which the continuing Person properties and assets of the Company or such Subsidiary, as the case may be, are transferred (yany such surviving person or transferee person being the "Surviving Entity") such other Person is (A) shall be a corporation organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of Columbia, such other Person assumes (B) shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests (C) shall have provided for conversion rights in an entity that is a partnership for U.S. federal income tax purposes accordance with Section 11.11; and (iib) immediately before and immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenturecontinuing. For purposes of this Section 5.01In connection with any consolidation, the salemerger, transfer, lease, conveyance assignment or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of contemplated hereby, the Company to another Person other than the Company shall deliver, or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed cause to be delivered, to the saleTrustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer, lease, conveyance assignment or other disposition of all or substantially all of and the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, in respect thereof comply with the applicable provisions of requirements under this Indenture.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not not, directly or indirectly, consolidate with, with or merge with into any corporation or into, or sell, transfer, lease, convey or otherwise dispose transfer or lease, subject to the Lien of all this Indenture, the Mortgaged Property as or substantially all of as an entirety to any Person, unless: (a) the consolidated property corporation formed by such consolidation or assets of into which the Company and its Subsidiaries, taken as a whole, to another is merged or the Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, which acquired by conveyance or other disposition of property transfer, or assets between which leases, the Mortgaged Property as or among substantially as an entirety (in each such case, the Company and its Subsidiaries)“Successor Entity”), whether in is a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and existing under the laws of the United States of AmericaStates, any state of the United States of America State thereof or the District of Columbia; (b) the consolidation, such merger, conveyance, transfer or lease shall be upon terms as shall fully preserve and in no respects impair the Lien or security of this Indenture or any of the rights or powers of the Trustee or Bondholders under this Indenture, and shall not create any Prior Lien (other Person assumes by supplemental indenture all of than Permissible Encumbrances) on the Mortgaged Property; (c) the Mortgaged Property shall not be subject to any Lien granted to secure the obligations of the Company under Successor Entity, which obligations were then outstanding or are proposed to be issued in connection with such consolidation, merger, conveyance, transfer or lease, unless simultaneously therewith or prior thereto effective provisions shall be made to establish the Securities and Lien of this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect as superior to such transaction other Lien with respect to any of the Mortgaged Property then or series thereafter acquired by the Company or such Successor Entity; (d) any such lease shall be made expressly subject to immediate termination by the Company or by the Trustee at any time during the continuance of transactions, no Default or an Event of Default shall have occurred Default, and be continuing also by the purchaser of the Mortgaged Property so leased at any sale thereof under this Indenture. For purposes , whether such sale is made under the power of sale conferred in this Section 5.01Indenture or by judicial proceeding; and (e) upon any such consolidation, the sale, transfer, leasemerger, conveyance or other disposition transfer, or upon any such lease the term of all or substantially which extends beyond the date of maturity of any of the then Outstanding Bonds, the Successor Entity assumes by a Supplemental Indenture the due and punctual payment of the Principal of and interest on all of the properties or assets Bonds then Outstanding according to their tenor and the due and punctual performance and observance of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets covenants, agreements and conditions of the Company and its Subsidiaries, taken as a whole, shall be deemed this Indenture to be kept or performed by the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another PersonCompany. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction such consolidation, merger, conveyance, transfer or lease an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as in form and substance reasonably satisfactory to the absence Trustee each of Defaults and Events of Default and other statements of fact) stating which shall state that the proposed transaction and, if required, and such supplemental indenture (if any) will, upon consummation of the proposed transaction, Supplemental Indenture comply with the applicable provisions of this IndentureIndenture and that all conditions precedent herein provided for relating to such transaction have been complied with.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the consolidated its property and assets (as an entirety or assets substantially as an entirety in one transaction or a series of the Company and its Subsidiariesrelated transactions) to, taken as a whole, to another any Person (other than one a consolidation with or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to merger with or into a Subsidiary or a sale, conveyance, transfer, lease, conveyance lease or other disposition of property to a Subsidiary) or assets between permit any Person to merge with or among into the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless unless: (i)(xi) either (x) the Company is shall be the continuing Person or (y) the Person (if other than the Company) formed by such other Person consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company under on all of the Securities and under this Indenture and following the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or series of related transactions the Reference Property does not include interests such successor enforceable against such entity in an entity that is a partnership for U.S. federal income tax purposes and accordance with its terms, subject to customary exceptions; and (ii) the Company shall have delivered to the Trustee an Officers' Certificate to the effect that immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenturematters set forth in Section 5.01(i).

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not not, in any single transaction or series of related transactions, consolidate with, or merge with or intointo (whether or not the Company is the Surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property its properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person in one or more related transactions (other than one a consolidation or more Subsidiaries merger with or into a Wholly-Owned Restricted Subsidiary; provided that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the Surviving Person or the Company) shall be issued or distributed to the shareholders of the Company (it being understood that this Article 5 shall not apply to a saleCompany) to, transferanother Person, lease, conveyance or other disposition of property or assets between or among and the Company and its Subsidiaries)), whether in a single will not permit any Restricted Subsidiary to enter into any such transaction or series of related transactions if such transaction or series of related transactions, unless (i)(x) in the Company is the continuing Person or (y) such other Person is organized and existing under the laws of the United States of Americaaggregate, any state of the United States of America or the District of Columbiawould result in a sale, such other Person assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, the saleassignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to another Person. The Company shall deliver to , unless (i) the Trustee substantially concurrently with Surviving Person is a corporation organized or prior to existing under the consummation laws of the proposed transaction an Officers’ Certificate United States, any state thereof or the District of Columbia; (ii) the Surviving Person (if other than the Company) assumes all the obligations of the Company under the Notes (and an Opinion the Guarantees of Counsel (which may rely upon the Guarantors shall be confirmed as applying to such Officers’ Certificate as to the absence of Defaults Surviving Person's obligations) and Events of Default and other statements of fact) stating that the proposed transaction this Indenture and, if requiredthen in effect, such the Registration Rights Agreement pursuant to a supplemental indenture or other written agreement, as the case may be, in a form reasonably satisfactory to the Trustee; (if anyiii) will, upon consummation at the time of the proposed and immediately after such transaction, comply with no Default or Event of Default shall have occurred and be continuing; and (iv) the applicable provisions Surviving Person will have at the time of this Indenturesuch transaction and after giving pro forma effect thereto, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 10.11.

When Company May Merge, Etc. Subject to Section 5.02So long as any Notes shall ---------------------------- be outstanding, the Company shall not consolidate with, with or merge with or into, into any other Person or sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, leaseor which leases, convey or otherwise dispose of all or substantially all of the consolidated property or properties and assets of the Company and its Subsidiaries, taken substantially as an entirety shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and existing under the laws of the United States of America, any state of the United States of America State thereof or the District of ColumbiaColumbia and shall expressly assume, such other Person assumes by an indenture supplemental indenture all hereto, executed and delivered to the Trustee, the due and punctual payment of the obligations principal of and interest on the Notes and the performance of every covenant of this Indenture on the part of the Company under the Securities and this Indenture and following such transaction to be performed or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and observed; (iib) immediately after giving effect to such transaction or series and treating any indebtedness which becomes an obligation of transactionsthe 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 Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred happened and be continuing under this Indenture. For purposes continuing; (c) if, as a result of this Section 5.01any such consolidation or merger or such sale, the saleconveyance, transfer, lease, conveyance lease or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Companydisposition, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiarieswould become subject to a mortgage, taken pledge, lien, security interest or other encumbrance of any nature which would not be permitted by this Indenture, the Company or such successor corporation or such Person, firm or corporation, as a wholethe case may be, shall take such steps as shall be deemed necessary effectively to be secure the saleNotes (together with, transferif the Company so determines, lease, conveyance or any other disposition of all or substantially all of the consolidated properties or assets indebtedness for money borrowed of the Company then existing or thereafter created which is not subordinate to the Notes) equally and its Subsidiariesratably with (or, taken as a wholeat the option of the Company, to another Person. The prior to) all indebtedness secured thereby; and (d) the Company shall deliver has delivered to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, each stating that the proposed transaction such consolidation, merger, sale, conveyance, transfer, lease or other disposition and, if requireda supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureArticle Five and that all conditions precedent herein provided for relating to such transaction have been complied with.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company shall expressly assume, by a supplemental indenture, executed and its Subsidiariesdelivered to the Trustee, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the sale, transfer, lease, conveyance Company or other disposition of all or substantially all any Person becoming the successor obligor of the properties Notes shall have a Consolidated Net Worth equal to or assets of one or more Subsidiaries greater than the Consolidated Net Worth of the Company immediately prior to another such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, as the case 66 60 may be, shall have a Consolidated Leverage Ratio not greater than 110% of the Consolidated Leverage Ratio of the Company immediately prior to the transaction; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision, that all conditions precedent provided for herein relating to such transaction have been complied with and, in the event that the continuing Person is organized under the laws of any jurisdiction other than the Company United States of America or one or more other Subsidiaries any jurisdiction thereof, that the indenture and the Notes constitute legal, valid and binding obligations of the continuing Person, enforceable in accordance with their terms; provided, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the state of incorporation of the consolidated properties or assets Company; and provided further that any such transaction shall not have as one of its purposes the evasion of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall will not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the sale, transfer, lease, conveyance Company or other disposition of all or substantially all any Person becoming the successor obligor of the properties Notes shall have a Consolidated Net Worth equal to or assets of one or more Subsidiaries greater than the Consolidated Net Worth of the Company immediately prior to another such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person other becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03; PROVIDED that this clause (iv) shall not apply to a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company or one or more other any Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiaries of the Company, which properties or assetsoutstanding immediately after such transaction would, if held by the Company instead of Incurred at such Subsidiariestime, would constitute have been permitted to be Incurred (and all or substantially all of the consolidated properties or assets such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Subsidiaries, taken as a wholeRestricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to be the sale, transfer, lease, conveyance or other disposition have been Incurred) for all purposes of all or substantially all of the consolidated properties or assets of this Indenture; and (v) the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver delivers to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and an (iv)) and Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, in each case stating that the proposed transaction andsuch consolidation, if required, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED, HOWEVER, that clauses (if anyiii) willand (iv) above do not apply if, upon consummation in the good faith determination of the proposed transactionBoard of Directors of the Company, comply with whose determination shall be evidenced by a Board Resolution, the applicable provisions principal purpose of this Indenturesuch transaction is to change the state of incorporation of the Company; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries))Person, whether in a single transaction or series of related transactions, unless (i)(xi) the Company is the continuing corporation or the resulting, surviving or transferee Person or (yif not the Company) such other Person is a corporation organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, and such other Person (if not the Company) assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indentureexist. For purposes of this Section 5.01‎5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the CompanyPerson, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as on a wholeconsolidated basis, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Officer’s Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Officer’s Certificate as to the absence of Defaults and Events of Default and other statements of factDefault) stating that the proposed transaction and, if required, and such supplemental indenture (if any) willshall, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof, and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the sale, transfer, lease, conveyance Company or other disposition of all or substantially all any Person becoming the successor obligor of the properties Notes shall have a Consolidated Net Worth equal to or assets of one or more Subsidiaries greater than the Consolidated Net Worth of the Company immediately prior to another such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person other becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03; provided, however, that this clause (iv) shall not apply to a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company or one or more other Subsidiaries any Person becoming the successor obligor of the CompanyNotes, which properties or assetsas the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would, if held by the Company instead of Incurred at such Subsidiariestime, would constitute have been permitted to be Incurred (and all such Liens and Indebtedness, other than Liens or substantially all of the consolidated properties or assets Indebtedness of the Company and its Subsidiaries, taken as a wholeRestricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to be the sale, transfer, lease, conveyance or other disposition have been Incurred) for all purposes of all or substantially all of the consolidated properties or assets of this Indenture; and (v) the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver delivers to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv) above) and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, in each case stating that the proposed transaction andsuch consolidation, if required, merger or transfer and such supplemental indenture comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (if anyiii) willand (iv) above do not apply if, upon consummation in the good faith determination of the proposed transactionBoard of Directors of the Company, comply with whose determination shall be evidenced by a Board Resolution, the applicable provisions principal purpose of this Indenturesuch transaction is to change the state of incorporation of the Company, and such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not (x) consolidate with, with or merge with or into, into any other Person or sellconvey, transfer, leasesell or lease its properties and assets substantially as an entirety to any person, convey (y) permit any person to consolidate with or otherwise dispose merge into the Company, or (z) permit any person to convey, transfer, sell or lease that person’s properties and assets substantially as an entirety to the Company, unless: (1) in the case of all (x) and (y) above either (A) the Company shall be the continuing corporation or substantially all of (B) the consolidated property person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company and its Subsidiariessubstantially as an entirety (i) shall be a corporation, taken as a wholelimited liability company, to another Person (other than one partnership or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is trust organized and validly existing under the laws of the United States of America, or any state of the United States of America State thereof or the District of ColumbiaColumbia and (ii) shall expressly assume, such other Person assumes by an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii2) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall Default, and no event that, after notice or lapse of time or both, would become an Event of Default, will have occurred and be continuing under continuing; and (3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this IndentureArticle 6 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of this Section 5.01the foregoing, the sale, transfer, transfer (by lease, conveyance assignment, sale or other disposition of all or substantially all otherwise) of the properties or and assets of one or more Subsidiaries of the Company to another Person (other than to the Company or one or more other Subsidiaries of another Subsidiary), which, if such assets were owned by the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a wholeCompany, shall be deemed to be the sale, transfer, lease, conveyance or other disposition transfer of all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a whole, to another PersonCompany. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made 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 successor had been named as the Company herein; and thereafter, the Company shall deliver be discharged from all obligations and covenants under this Indenture and the Securities. Subject to Section 10.06, the Company, the Trustee substantially concurrently with or prior and the successor person shall enter into a supplemental indenture to evidence the consummation succession and substitution of such successor person and such discharge and release of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureCompany.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not not, in any transaction or series of related transactions, merge or consolidate with, or merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person or Persons, and the consolidated property or assets Company shall not permit any of the Company and its Subsidiaries, taken as a whole, Restricted Subsidiaries to another Person (other than one enter into any such transaction or more Subsidiaries series of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single related transactions if such transaction or series of related transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company and the Restricted Subsidiaries (determined on a consolidated basis for the Company and the Restricted Subsidiary), to any Person or Persons, unless at the time and after giving effect thereto (i)(xi) either (A) (1) if the transaction or transactions is a merger or consolidation involving the Company, the Company shall be the Surviving Person of such merger or consolidation or (2) if the transaction or transactions is a merger or consolidation involving a Restricted Subsidiary, such Restricted Subsidiary shall be the Surviving Person of such merger or consolidation, or (B)(1) the Company is the continuing Surviving Person or (y) such other Person is shall be a corporation organized and existing under the laws of the United States of America, any state of the United States of America State thereof or the District of ColumbiaColumbia and (2)(x) in the case of a transaction involving the Company, such other the Surviving Person assumes shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture and following such the Registration Rights Agreement, and in each case, this Indenture and the Registration Rights Agreement shall remain in full force and effect, or (y) in the case of a transaction or series of related transactions the Reference Property does not include interests in an entity involving a Restricted Subsidiary that is a partnership for U.S. federal income tax purposes Guarantor, the Surviving Person shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Restricted Subsidiary under its Note Guarantee and this Indenture and the Registration Rights Agreement, and in each case, such Indenture and the Registration Rights Agreement shall remain in full force and effect; (ii) immediately after giving effect to such transaction or series of transactionsrelated transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing continuing; and (iii) the Company, or the Surviving Person, as the case may be, immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under this IndentureSection 10.11, provided, that the foregoing shall not be applicable to the DMC Acquisition if it is effected as a merger. For purposes of this Section 5.01In connection with any consolidation, the salemerger, transfer, lease, conveyance lease or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person contemplated hereby (other than the Company or one or more other Subsidiaries of the Company, which properties or assetsDMC Acquisition, if held by effected as a merger), the Company instead of such Subsidiariesshall deliver, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed cause to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a wholedelivered, to another Person. The Company shall deliver the Trustee, in form and substance reasonably satisfactory to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction Trustee, an Officers’ ' Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, each stating that such consolidation, merger, transfer, lease or other disposition and the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, in respect thereof comply with the applicable provisions requirements under this Indenture. In addition, each Guarantor, in the case of a transaction described in the first paragraph under this Section 8.01, unless it is the other party to the transaction or unless its Note Guarantee will be released and discharged in accordance with its terms as a result of the transaction, will be required to confirm, by supplemental indenture, that its Note Guarantee will continue to apply to the obligations of the Company or the Surviving Person under this Indenture.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or its assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 a sale of less than 90% of the Company's total assets shall not apply be deemed a sale of substantially all of the Company's assets), in one transaction or a series of related transactions, to a any Person unless: (1) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries))shall have been made, whether in is a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and existing under the laws of the United States of AmericaStates, any state of the United States of America thereof or the District of Columbia; (2) the corporation formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other Person disposition shall have been made, assumes by supplemental indenture in a form satisfactory to the Trustee all of the obligations of the Company under the Securities and this Indenture Indenture; (3) immediately before and following immediately after such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01exists; (4) the Company or any corporation formed by or surviving any such consolidation or merger, the or to which such sale, transfer, lease, conveyance or other disposition shall have been made, would be permitted by the provisions of all or substantially all Section 3.12(a) to incur $1.00 of the properties or assets of one or more Subsidiaries of the Company to another Person additional Indebtedness (other than Permitted Indebtedness); and (5) the Company or one any corporation formed by or more other Subsidiaries of the Companysurviving any such consolidation or merger, or to which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of shall have been made, shall immediately thereafter have a Consolidated Net Worth (after purchase accounting adjustments) at least equal to the consolidated properties or assets Consolidated Net Worth of the Company and its Subsidiaries, taken as a whole, to another Personimmediately preceding such transaction. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, and such supplemental indenture (if any) will, upon consummation of the proposed transaction, Indenture comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall will not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property its assets (including by way of liquidation or assets of dissolution) to, any Person (in each case other than in a transaction in which the Company and its Subsidiariesis the survivor of a consolidation or merger, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to transferee in a sale, transferlease, conveyance or other disposition) unless: (1) the Person formed by or surviving such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition of property or assets between or among will be made (collectively, the Company and its Subsidiaries)“Successor”), whether in is a single transaction corporation or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is legal entity organized and existing under the laws of the United States of America, or any state of the United States of America thereof or the District of Columbia, such other Person and the Successor assumes by supplemental indenture all of the obligations of the Company under the any outstanding Securities and this the Indenture and following as it relates to such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and outstanding Securities, and (ii2) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have has occurred and be continuing under this Indentureis continuing. For purposes The foregoing provisions shall not apply to a transaction the purpose of this Section 5.01, which is to change the sale, transfer, lease, conveyance or other disposition state of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries incorporation of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Officer’s Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction andand any supplemental indenture comply with this Indenture. Upon any such consolidation, merger, sale, lease, conveyance or other disposition, the Successor will be substituted for the Company under the Indenture. The Successor may then exercise every power and right of the Company under this Indenture, and except in the case of a lease, the Company will be released from all of its liabilities and obligations in respect of the Securities and the Indenture. If the Company leases all or substantially all of its assets the Company will not be released from its obligations to pay the principal of and interest, if requiredany, such supplemental indenture (if any) will, upon consummation of on the proposed transaction, comply with the applicable provisions of this IndentureSecurities.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, with or merge with or into, into or sell, transferassign, leaseconvey, convey lease or otherwise dispose of transfer all or substantially all of the consolidated property or its properties and assets of the Company and its Subsidiaries, taken as a whole, an entirety to another any Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or through a series of related transactions, unless transactions unless: (i)(xa) the Company is shall be the continuing Person, or the resulting, surviving or transferee Person or (ythe "surviving entity") such other Person is shall be a corporation organized and existing under the laws of the United States of AmericaStates, any state of the United States of America State thereof or the District of Columbia; (b) the surviving entity shall expressly assume, such other Person assumes by a supplemental indenture executed and delivered to the Trustee and the Collateral Agent, in form and substance reasonably satisfactory to the Trustee and the Collateral Agent, all of the obligations of the Company under the Securities and Securities, this Indenture and following the Security Documents; (c) immediately after giving effect to such transaction, or series of transactions (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes transactions), no Default or Event of Default shall have occurred and be continuing; (iid) immediately after giving effect to such transaction or series of transactions, no Default the Company or Event the surviving entity could incur $1.00 of Default additional Indebtedness pursuant to Section 4.9(iv); (e) each Guarantor (other than a Guarantor whose Guarantee is to be released in accordance with the terms of this Indenture), unless it is the other party to the transaction, shall have occurred and be continuing by supplemental indenture confirmed that after consummation of such transaction its Guarantee shall apply, as such Guarantee applied on the date it was granted under this Indenture. For purposes of this Section 5.01, Indenture to the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries obligations of the Company under this Indenture and the Securities, to another Person other than the obligations of the Company or one such Person, as the case may be, under this Indenture and the Securities; (f) the Company or more other Subsidiaries the surviving entity shall have delivered to the Trustee an Officer's Certificate stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction or series of transactions, such supplemental indenture complies with this Section 5.1, and that all conditions precedent in this Indenture relating to the transaction or series of transactions have been satisfied; and (g) neither the Company nor any Subsidiary would thereupon become obligated with respect to any Indebtedness, nor any of their respective property subject to any Lien, unless the Company or such Subsidiary could incur such Indebtedness or create such Lien under this Indenture and the Security Documents. Notwithstanding the foregoing, (a) any Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or to another Subsidiary without complying with clause (d) above and (b) the Company may merge with an Affiliate with no material assets or liabilities incorporated solely for the purpose of reincorporating the Company in another State of the Company, which properties or assets, if held by United States so long as the Company instead amount of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets Indebtedness of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureSubsidiaries is not increased thereby.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with any other Person or into, or sell, transfer, transfer (by lease, convey assignment, sale or otherwise dispose of otherwise) all or substantially all of the consolidated property or assets of the Company and its Subsidiariesassets, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or through a series of related transactions, to another Person or group of affiliated Persons unless (i)(xi) the Company is the surviving or continuing Person or, subject to Section 3.9, the Person (if other than the Company) formed by such consolidation or (y) such other merger or to which the assets of the Company are transferred is a Person is organized and existing under the laws of the United States of America, America or any state of the United States of America thereof or the District of ColumbiaColumbia and expressly assumes, such other Person assumes by an indenture supplemental indenture to this Indenture, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately before and immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and or be continuing under this Indenture. For purposes of continuing; provided that the transactions contemplated by the Reorganization Plan shall not constitute a consolidation or a merger which is subject to this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person4. 1. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of any consolidation, merger or transfer of assets involving the proposed transaction Company, an Officers’ ' Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, transactions and such supplemental indenture (comply with this Indenture. In addition, the Company will not permit any Significant Subsidiary to consolidate or merge with, or transfer all or substantially all of its assets in a single transaction or through a series of related transactions to, another Person or group of affiliated Persons unless such transaction is effected for fair value as determined by the Board of Directors of the Company acting in good faith and the Company makes an offer to purchase the Notes outstanding at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any) will, upon consummation to the date of purchase, with the proceeds of such transaction; provided that any Subsidiary may consolidate or merge with or transfer all or substantially all of its assets to the Company or a direct or indirect wholly owned Subsidiary of the proposed Company. Within 30 days following any consolidation, merger or transfer of assets involving a Significant Subsidiary, the Company will mail or cause the mailing of a notice to each Holder of a Note, at the address of such Holder as it appears on the Note register, stating (i) that such a transaction has occurred and that such Holder has the right to require the Company to repurchase with the proceeds of such transaction such Holder's Notes, pro rata with all Notes tendered by other Holders of Notes, at the applicable purchase price in cash as provided above, plus accrued and unpaid interest, if any, to the date of purchase, (ii) the circumstances and relevant facts regarding such transaction (including, but not limited to, information with respect to pro forma income, cash flow and capitalization after giving effect to such transaction), (iii) the purchase date (which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed) and (iv) the instructions determined by the Company, consistent with this Indenture, that such Holder must follow in order to have its Notes repurchased. The Company will comply with the provisions of Section 14 (e), Rule 14e-1 and any other tender offer rules under the Exchange Act which may then be applicable in connection with any offer by the Company to purchase Notes at the option of the Holders thereof as described above. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.1, the Company shall comply with the applicable provisions of this Indenturesecurities laws and regulations and shall not be deemed to have breached its obligations hereunder by virtue thereof.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03 hereof; provided that this Indenture. For clause (iv) shall not apply to (1) a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company or any Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would, if Incurred a such time, have been permitted to be Incurred (and all such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Restricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to have been Incurred) for all purposes of this Section 5.01Indenture or (2) a consolidation, the sale, transfer, lease, conveyance merger or other disposition sale of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiariesif, taken as immediately after giving effect to such transaction on a wholepro forma basis, shall be deemed to be the sale, transfer, lease, conveyance Company or other disposition of all or substantially all any Person becoming the successor obligor of the consolidated properties Notes shall have a Consolidated Leverage Ratio equal to or assets less than the Consolidated Leverage Ratio of the Company and its Subsidiaries, taken as a whole, immediately prior to another Person. The such transaction; and (v) the Company shall deliver delivers to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and an (iv) of this Section 5.01) and Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, in each case stating that the proposed transaction andsuch consolidation, if required, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (if anyiii) willand (iv) of this Section 5.01 do not apply if, upon consummation in the good faith determination of the proposed transactionBoard of Directors, comply with whose determination shall be evidenced by a Board Resolution, the applicable provisions principal purpose of this Indenturesuch transaction is to change the state of incorporation of the Company; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall will not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation or merger with or into a Wholly-Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the consolidated surviving Person or the Company) shall be issued or distributed to the stockholders of the Company) or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company under on all of the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and hereunder; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Securities shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Securities, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this Indenture. For clause (iv) shall not apply to (x) a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company or any Person becoming the successor obligor of the Securities, as the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would, if Incurred at such time, have been permitted to be Incurred (and all such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Restricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to have been Incurred) for all purposes of this Section 5.01Indenture or (y) a consolidation, the sale, transfer, lease, conveyance merger or other disposition sale of all or substantially all of the properties or assets of one or more Subsidiaries of the Company if immediately after giving effect to another Person other than such transaction on a pro forma basis, the Company or one any Person becoming the successor obligor of the Securities shall have an Indebtedness to EBITDA Ratio equal to or more other Subsidiaries less than the Indebtedness to EBITDA Ratio of the Company immediately prior to such transaction; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv) above) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the state of incorporation of the consolidated properties or assets Company; and provided further that any such transaction shall not have as one of its purposes the evasion of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the (a) The Company shall not not, in a single transaction or through a series of related transactions, consolidate with, with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property its assets to, another Person or assets adopt a Plan of Liquidation, unless: (1) either the Company and its Subsidiaries, taken as a whole, to another Person (other than one shall be the survivor of such merger or more Subsidiaries of consolidation or the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other surviving Person is a corporation, partnership or trust organized and existing under the laws of the United States of AmericaStates, any state of the United States of America State thereof or the District of Columbia, and such other surviving Person assumes shall expressly assume, by an indenture supplemental indenture hereto, 76 -67- executed and delivered to the Trustee on or prior to the consummation of such transaction, in a form satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii2) immediately after giving effect to such transaction (on a pro forma basis, including any Indebtedness to be incurred in connection with such transaction), the Company or series the surviving Person shall be able to incur $1.00 of transactionsadditional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12; (3) immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing under continuing; and (4) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer or adoption and such supplemental indenture comply with this IndentureArticle Five, that the surviving Person (if other than the Company) agrees to be bound hereby, and that all conditions precedent herein provided relating to such transaction have been satisfied. For purposes Notwithstanding clauses (2), (3) and (4) of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject The Company shall not consolidate or merge with any other Person or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all its properties and assets as an entirety in one transaction or a series of transactions to Section 5.02any Person, and the Company shall not permit any Person to consolidate with, with or merge with or into, into the Company or sell, convey, assign, transfer, lease, convey lease or otherwise dispose of all or substantially all of the consolidated property its properties or assets of to the Company and its SubsidiariesCompany, taken as a whole, to another Person unless: (other than one or more Subsidiaries of the Company a) either (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(xi) the Company is shall be the continuing surviving Person or such (yii) such other Person is shall be a corporation organized and validly existing under the laws of the United States of America, America or any state of the United States of America State thereof or the District of ColumbiaColumbia and shall expressly assume by a supplemental indenture, such other Person assumes by supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the Company's obligations of the Company under the Securities and under this Indenture Indenture; (b) immediately before and following after such transaction or series each element of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactionsseries, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes continuing; (c) if, as a result of this Section 5.01any such consolidation or merger or such conveyance, the sale, transfer, transfer or lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiarieswould become subject to a mortgage, taken pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor corporation or Person, as a wholethe case may be, takes such steps as shall be deemed necessary effectively to be secure the saleSecurities equally and ratably with (or prior to) all indebtedness secured thereby; and (d) giving effect to such transaction will not cause an event of default under any mortgage, transferbond, leasedebenture, conveyance note or other disposition of all instrument or substantially all of obligation that the consolidated properties Company or assets any Subsidiary of the Company and its Subsidiaries, taken as is a whole, party to another Personor bound by. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate certifying to the foregoing effects, and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, and any such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall will not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation or merger with or into a Wholly-Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the consolidated surviving Person or the Company shall be issued or distributed to the stockholders of the Company) or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations of the Company under on all of the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and hereunder; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Securities shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Securities, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this Indenture. For clause (iv) shall not apply to (x) a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company or any Person becoming the successor obligor of the Securities, as the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would, if Incurred at such time, have been permitted to be Incurred (and all such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Restricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to have been Incurred) for all purposes of this Section 5.01Indenture or (y) a consolidation, the sale, transfer, lease, conveyance merger or other disposition sale of all or substantially all of the properties or assets of one or more Subsidiaries of the Company if immediately after giving effect to another Person other than such transaction on a pro forma basis, the Company or one any Person becoming the successor obligor of the Securities shall have an Indebtedness to EBITDA Ratio equal to or more other Subsidiaries less than the Indebtedness to EBITDA Ratio of the Company immediately prior to such transaction; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv) above) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the state of the consolidated properties or assets incorporation of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.the

When Company May Merge, Etc. Subject to Section 5.02, Neither the Company nor any Guarantor shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the consolidated property Securities, the Guarantees or assets this Indenture (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or permit any of its Restricted Subsidiaries to do any of the Company and its Subsidiaries, taken as a whole, to another Person foregoing (in each case other than one or more Subsidiaries of with the Company or another Wholly Owned Restricted Subsidiary) unless: (it being understood that this Article 5 shall not apply 1) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Guarantor, as the case may be), or to a which such sale, transfer, lease, conveyance or other disposition of property or assets between or among assignment will be made (collectively, the Company and its Subsidiaries)"Successor"), whether in is a single transaction corporation or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is legal entity organized and existing under the laws of the United States of AmericaStates, any state of the United States of America State thereof or the District of Columbia, such other Person ; (2) the Successor assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company or such Guarantor, as the case may be, under the Securities or such Guarantor's Guarantee, as the case may be, and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii3) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have has occurred and be continuing under this Indenture. For purposes is continuing; (4) immediately after giving effect to such transaction and the use of this Section 5.01any net proceeds therefrom, on a pro forma basis, the Consolidated Tangible Net Worth of the Company or the Successor (in the case of a transaction involving the Company), as the case may be, would be at least equal to the Consolidated Tangible Net Worth of the Company immediately prior to such transaction; and (5) in the case of a transaction involving the Company, immediately after giving effect to such transaction and the use of any net proceeds therefrom, on a pro forma basis, the Coverage Ratio of the Company or the Successor (in the case of a transaction involving the Company), as the case may be, would be such that the Company or the Successor (in the case of a transaction involving the Company), as the case may be, would be entitled to Incur at least $1.00 of additional Debt under such Coverage Ratio test set forth in Section 4.10. The foregoing provisions shall not apply to a transaction involving the consolidation or merger of a Guarantor with or into another person, or the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries such Guarantor, that results in such Guarantor being released from its Guarantee as provided under its Guarantee. Notwithstanding the foregoing, clauses (4) and (5) shall not prohibit a transaction, the principal purpose of which is (as determined in good faith by the board of directors of the Company Company) to another Person other than change the Company or one or more other Subsidiaries state of incorporation of the Company, which properties or assets, if held by and such transaction does not have as one of its purposes the Company instead of such Subsidiaries, would constitute all or substantially all evasion of the consolidated properties or assets restrictions of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Personthis Section 5.01. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, and such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental Indenture or an Officers' Certificate, the Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary (as defined in the consolidated Board Resolution, a supplemental Indenture or an Officers' Certificate for a particular Series) with a positive net worth; provided, however, that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company) or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company and its Subsidiaries, taken as shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, any state of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental Indenture, executed and delivered to the District of ColumbiaTrustee, such other Person assumes by supplemental indenture all of the obligations Obligations (as defined in the Board Resolution, a supplemental Indenture or an Officers' Certificate for a particular Series) of the Company under on the Securities and under this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes continuing; and (iii) the Company delivers to the Trustee an Officers' Certificate and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental Indenture complies with the provisions of this Section 5.015.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that any such transaction shall not have as one of its purposes the sale, transfer, lease, conveyance or other disposition of all or substantially all evasion of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the consolidated Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property or and assets of the Company shall expressly assume, by a supplemental indenture, executed and its Subsidiariesdelivered to the Trustee, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, such other Person assumes by supplemental indenture all of the obligations of the Company on all of the Notes and under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the sale, transfer, lease, conveyance Company or other disposition of all or substantially all any Person becoming the successor obligor of the properties Notes shall have a Consolidated Net Worth equal to or assets of one or more Subsidiaries greater than the Consolidated Net Worth of the Company immediately prior to another such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, as the case 60 may be, shall have a Consolidated Leverage Ratio not greater than 110% of the Consolidated Leverage Ratio of the Company immediately prior to the transaction; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision, that all conditions precedent provided for herein relating to such transaction have been complied with and, in the event that the continuing Person is organized under the laws of any jurisdiction other than the Company United States of America or one or more other Subsidiaries any jurisdiction thereof, that the indenture and the Notes constitute legal, valid and binding obligations of the continuing Person, enforceable in accordance with their terms; provided, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, which properties or assetswhose determination shall be evidenced by a Board Resolution, if held by the Company instead principal purpose of such Subsidiaries, would constitute all or substantially all transaction is to change the state of incorporation of the consolidated properties or assets Company; and provided further that any such transaction shall not have as one of its purposes the evasion of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureforegoing limitations.

When Company May Merge, Etc. Subject to Section 5.025.03, the Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries))Person, whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person (the “Successor Company”) is organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, such other Person Columbia and assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. Notwithstanding the foregoing, if the Holders of SL Securities make an election to exchange in connection with a Qualifying Spin-Off pursuant to Section 10.06(c), such provisions will govern. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject Unless otherwise provided in any supplemental indenture, Officer’s Certificate or Board Resolution with respect to Section 5.02any series of Securities, the Company shall will not consolidate with, or merge with or intointo or wind up into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the consolidated its property or and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than in one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or a series of related transactions, unless ) to any Person unless: (i)(xi) the Company is resulting, surviving or transferee Person (the continuing Person or (y“Successor Company”) such other Person is organized and existing under the laws of the United States of America, any state of the United States of America or territory thereof or the District of Columbia, and, if such entity is not a corporation, a co-obligor of any Securities is a corporation organized and existing under such laws, (ii) the Successor Company (if other Person than the Company) expressly assumes by supplemental indenture all of the obligations of the Company under all of the Securities and under this Indenture pursuant to a supplemental indenture, executed and following such transaction or series of related transactions delivered to the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Trustee, (iiiii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing under continuing, and (iv) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that (A) such consolidation, merger or winding up or disposition, and such supplemental indenture (if any), complies with this IndentureIndenture and (B) such supplemental indenture (if any) is a valid and binding obligation of the Successor Company, enforceable against such Successor Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity. Notwithstanding the foregoing, (i) any Subsidiary of the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or any other Subsidiary of the Company; and (ii) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating or forming the Company in another state or territory of the United States or the District of Columbia, so long as the amount of Indebtedness of the Company and its Subsidiaries on a consolidated basis is not increased thereby. For purposes of this Section 5.01, the sale, assignment, conveyance, transfer, lease, conveyance lease or other disposition of all or substantially all of the properties or and assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or and assets of the Company and its Subsidiarieson a consolidated basis, taken as a whole, shall will be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureCompany.

When Company May Merge, Etc. Subject The Company shall not consolidate or merge with any other Person or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all its properties and assets as an entirety in one transaction or a series of transactions to Section 5.02any Person, and the Company shall not permit any Person to consolidate with, with or merge with or into, into the Company or sell, convey, assign, transfer, lease, convey lease or otherwise dispose of all or substantially all of the consolidated property its properties or assets of to the Company and its SubsidiariesCompany, taken as a whole, to another Person unless: (other than one or more Subsidiaries of the Company a) either (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(xi) the Company is shall be the continuing surviving Person or (yii) such other Person is shall be a corporation organized and validly existing under the laws of the United States of America, America or any state of the United States of America State thereof or the District of ColumbiaColumbia and shall expressly assume by a supplemental indenture, such other Person assumes by supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the Company's obligations of the Company under the Securities and under this Indenture Indenture; (b) immediately before and following after such transaction or series each element of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactionsseries, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes continuing; (c) if, as a result of this Section 5.01any such consolidation or merger or such conveyance, the sale, transfer, transfer or lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiarieswould become subject to a mortgage, taken pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor corporation or Person, as a wholethe case may be, takes such steps as shall be deemed necessary effectively to be secure the saleSecurities equally and ratably with (or prior to) all indebtedness secured thereby; and (d) giving effect to such transaction will not cause an event of default under any mortgage, transferbond, leasedebenture, conveyance note or other disposition of all instrument or substantially all of obligation that the consolidated properties Company or assets any Subsidiary of the Company and its Subsidiaries, taken as is a whole, party to another Personor bound by. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate to the foregoing effects, and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, and any such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

When Company May Merge, Etc. Subject to Section 5.02So long as any Notes shall ----------------------------- be outstanding, the Company shall not consolidate with, with or merge with or into, into any other Person or sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, leaseor which leases, convey or otherwise dispose of all or substantially all of the consolidated property or properties and assets of the Company and its Subsidiaries, taken substantially as an entirety shall be a whole, to another Person (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and existing under the laws of the United States of America, any state of the United States of America State thereof or the District of ColumbiaColumbia and shall expressly assume, such other Person assumes by an indenture supplemental indenture all hereto, executed and delivered to the Trustee, the due and punctual payment of the obligations principal of and interest on the Notes and the performance of every covenant of this Indenture on the part of the Company under the Securities and this Indenture and following such transaction to be performed or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and observed; (iib) immediately after giving effect to such transaction or series and treating any indebtedness which becomes an obligation of transactionsthe 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 Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred happened and be continuing under this Indenture. For purposes continuing; (c) if, as a result of this Section 5.01any such consolidation or merger or such sale, the saleconveyance, transfer, lease, conveyance lease or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Companydisposition, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiarieswould become subject to a mortgage, taken pledge, lien, security interest or other encumbrance of any nature which would not be permitted by this Indenture, the Company or such successor corporation or such Person, firm or corporation, as a wholethe case may be, shall take such steps as shall be deemed necessary effectively to be secure the saleNotes (together with, transferif the Company so determines, lease, conveyance or any other disposition of all or substantially all of the consolidated properties or assets indebtedness for money borrowed of the Company then existing or thereafter created which is not subordinate to the Notes) equally and its Subsidiariesratably with (or, taken as a wholeat the option of the Company, to another Person. The prior to) all indebtedness secured thereby; and (d) the Company shall deliver has delivered to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) Counsel, each stating that the proposed transaction such consolidation, merger, sale, conveyance, transfer, lease or other disposition and, if requireda supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureArticle Five and that all conditions precedent herein provided for relating to such transaction have been complied with.