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

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation corporation, limited liability company, general partnership or limited partnership organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereofthereof (a “Successor”), and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and any premium and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture;; provided, that unless the Successor is a 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 (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture indenture, if any, comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation corporation, limited liability company or limited partnership organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereofthereof (a “Successor”), and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture;Indenture provided, that unless the Successor is a 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 (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person into, or sell, convey, lease, transfer or otherwise dispose of lease all or substantially all of its properties and assets to to, any Person (a “Successor Person, ”) unless: (1a) the Company survives such merger is the surviving corporation or the Successor Person formed by such consolidation or into which (if other than 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 Company) is a corporation organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, U.S. domestic jurisdiction and expressly assumes, by supplemental indenture, assumes the due and punctual payment of Company’s obligations under the principal of, premium, if any, and interest on, all the Securities Notes and the performance of every other covenant and obligation of the Company under this Indenture; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3b) immediately after giving effect to such transaction on a pro forma basistransaction, no Event of 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 the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transactionIndenture; and (4c) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver have delivered to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel Counsel, each stating that the proposed transaction and such any related supplemental indenture comply with the Indenture. For purposes of this IndentureSection 12.02 only, for the avoidance of doubt, notwithstanding the foregoing, the sale, conveyance or transfer of intellectual property and similar or related assets and the Company’s equity ownership interests in foreign Subsidiaries to one or more of the Company’s Subsidiaries, in each case, in connection with the Company’s global tax optimization strategies in conjunction with business operations will not be considered “all or substantially all of the Company’s properties and assets.”

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation corporation, limited liability company or limited partnership organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture;Indenture provided, that unless the successor Person is a 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 (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation corporation, limited liability company or limited partnership organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture;; provided that unless the successor Person is a 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 (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.016.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with into, or into any Person or sell, convey, lease, transfer or otherwise dispose of all or substantially all of its assets to, another Person unless: (i) such Person is a corporation, partnership or limited liability company organized under the laws of the United States, one of the States thereof or the District of Columbia; (ii) the resulting, surviving or transferee corporation, partnership or limited liability company assumes by written agreement all the obligations of the Company under the Debentures and this Agreement; (iii) immediately after giving effect to any Person, unless: such transaction no Event of Default or Potential Event of Default shall have occurred and be continuing; and (1iv) the Company survives shall have delivered to you an Officers' Certificate and an opinion of counsel of the Company acceptable to you, each stating that such consolidation, merger or transfer and such supplemental agreement comply with this Agreement, and thereafter all obligations of the Person predecessor shall terminate. Upon any consolidation or merger or any transfer of all or substantially all of the assets of the Company in accordance with this Section 12.6, the successor corporation, partnership or limited liability company formed by such consolidation or into which the Company is merged or that acquires by sale, conveyance, to which such transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereofmade shall succeed to, and expressly assumesbe substituted for, by supplemental indenture, the due and punctual payment of the principal may exercise every right and power of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture; (2) immediately before and after giving Agreement, with the same effect to as if such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of successor had been named as the Company (herein, all without any further act or deed on the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth part of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenturesuccessor being required.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation corporation, limited liability company or limited partnership organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this IndentureIndenture provided, that unless the successor Person is a 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; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists;; and (3) either: (A) immediately after giving effect to such transaction on a pro forma basis, the Adjusted Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) EBITDA Coverage Ratio is equal to or greater than the Adjusted Consolidated Tangible Net Worth of the Company EBITDA Coverage Ratio immediately before such transaction; andor (4B) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of lease all or substantially all of its assets Property 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 sale, conveyance, transfer conveyance or other dispositiontransfer, or which leases, all or substantially all of the assets Property of the Company is a corporation organized and existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia, or Canada or any province thereof, Columbia and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, of and interest on, on all the Securities and the performance of every other covenant and obligation of the Company under this Indenture; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or or, if not the Company, the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or or, if not the Company, the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness (excluding Permitted Indebtedness) under the test described in the first paragraph of Section 4.09(a) (other than Permitted Indebtedness)4.09. In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person other corporation or sell, convey, lease, transfer or otherwise dispose of all or its properties and assets substantially all of its assets as an entirety to any Personperson, unless: (1) either the Company survives such merger shall be the continuing corporation, or the Person corporation (if other than the Company) formed by such consolidation or into which the Company is merged or that acquires by sale, conveyance, transfer or other disposition, or to which leases, all or substantially all of the properties and assets of the Company is substantially as an entirety are transferred shall be a corporation organized and existing under the laws of the United States of America, America or any state thereof or the District of Columbia, or Canada or any province thereof, Columbia and shall expressly assumesassume, by an indenture supplemental indenturehereto, executed and delivered to the due and punctual payment of Trustee, in form reasonably satisfactory to the principal of, premium, if any, and interest onTrustee, all the Securities and the performance of every other covenant and obligation obligations of the Company under the Securities and this Indenture; (2) immediately before and after giving effect to such transaction transaction, no Default or Event of Default exists;Default, and no event which, after notice or lapse of time or both would become an Event of Default, shall have happened and be continuing; and (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver has delivered to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel Counsel, each stating that the proposed transaction such consolidation, merger or transfer and such supplemental indenture comply with this IndentureArticle and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, and in the event of such conveyance or transfer any such predecessor corporation may be dissolved and liquidated.

When Company May Merge, Etc. (i) The Company shall will not consolidate with or merge with or into any Person into, or sell, convey, leaseor transfer, transfer or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to any PersonPerson or permit any Person to merge with or into the Company, unless: (1A) either 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 such property and assets of the Company shall be an entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by amendments to this Note, executed and delivered to Holder, all of the obligations of the Company, on this Note; (B) immediately after giving effect, on a pro forma basis, to such transaction, no Default or Event of Default shall have occurred and be continuing; and (C) the Company survives will have delivered to the Holders of a majority in principal amount of the Notes an Officers' Certificate and an 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. (ii) Upon any consolidation or merger or any transfer of all or substantially all of the assets of the Company, in accordance with Section 7(q)(i), the successor Person formed by such consolidation or into which the Company is merged or that acquires by saleto which such transfer is made, conveyanceshall succeed to, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereofbe substituted for, and expressly assumes, by supplemental indenture, the due may exercise every right and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation power of the Company under this Indenture; (2) immediately before and after giving Note with the same effect to as if such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of successor Person had been named therein as the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, and the Company shall deliver to be released from the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with obligations under this IndentureNote.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person other Person, or sell, convey, lease, transfer or otherwise dispose of lease all or substantially all of its properties and assets to any Person, unless: (1) the Company survives such merger or the Person entity formed by such consolidation or into which the Company is merged or that the entity acquires by sale, conveyance, transfer conveyance or other dispositiontransfer, or which leases, all or substantially all of the properties and assets of the Company (a “Successor Entity”) unless: (a) the Company is the surviving entity or the Successor Entity (if other than the Company) is a corporation or limited liability company treated as a corporation for U.S. federal income tax purposes, organized and validly existing under the laws of the United States of AmericaStates, any state thereof State within the United States or the District of Columbia, or Canada or any province thereof, Columbia and expressly assumes, by an indenture supplemental indentureto the Indenture, executed and delivered to the due and punctual payment of Trustee, in form reasonably satisfactory to the principal of, premium, if any, and interest onTrustee, all the Securities Company’s obligations under the Notes and the performance of every other covenant Indenture, and obligation of the Company under this IndentureIndenture shall remain in full force and effect; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3b) immediately after giving effect to such transaction on a pro forma basistransaction, the Consolidated Tangible Net Worth no Event of the Company Default (as defined in Section 5.11), and no event which, after notice or the surviving lapse of time, or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth both, would become an Event of the Company immediately before such transactionDefault, shall have occurred and be continuing; and (4c) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver has delivered to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel Counsel, each stating that the proposed transaction and sale, consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture shall comply with this IndentureArticle 12 and that all conditions precedent herein provided for relating to such transaction have been complied with (except such Opinion of Counsel need not opine as to clause (2) above).

When Company May Merge, Etc. The Company shall will not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer conveyance or other dispositiontransfer, or which leases, all or substantially all of the assets of the Company is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, Columbia and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this the Indenture; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition lease contemplated by this Section 5.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that all conditions precedent to the proposed transaction and the execution and delivery of such supplemental indenture comply with this Indenturehave been complied with.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person with, or sell, convey, lease, transfer convey or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the Company’s assets to, or merge with or into, any other Person or entity, unless: (a) if the Company shall consolidate with, or sell, lease, convey or otherwise transfer all or substantially all of the Company Company’s assets to, or merge into, another Person, the Person to be formed from such consolidation or merger, or the Person that received the transfer of the assets, is a corporation organized and validly existing under the laws of any jurisdiction in the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, and shall expressly assumesassume, by supplemental indenturea Supplemental Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, of and interest on, on all the Securities and the performance or observance of every other covenant and obligation of this Indenture on the part of the Company under this Indentureto be performed or observed; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3b) immediately after giving effect to such transaction on a pro forma basistransaction, no Event of Default with respect to the Consolidated Tangible Net Worth Securities of any Series, and no event that, after notice or lapse of time or both, would become an Event of Default with respect to the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth Securities of the Company immediately before such transactionSeries, shall have happened and be continuing; and (4c) immediately after giving effect to such transaction on a pro forma basis, the Company (or has delivered to the surviving or transferee entity) would be able to incur $1.00 Trustee an Officers’ Certificate and an Opinion of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any Counsel, each stating that such consolidation, merger, saleconveyance or transfer and, conveyanceif a Supplemental Indenture is required in connection with such transaction, leasesuch Supplemental Indenture, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this IndentureArticle V and that all conditions precedent herein provided for relating to such transaction have been complied with.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer conveyance or other dispositiontransfer, or which leases, all or substantially all of the assets of the Company is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, Columbia and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, interest and interest Liquidated Damages, if any, on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basisbasis as if such transaction had occurred at the beginning of the applicable four-quarter period, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness4.9(a). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition lease contemplated by this Section 5.015.1, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that all 57 conditions precedent to the proposed transaction and the execution and delivery of such supplemental indenture comply with this Indenturehave been complied with.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of lease all or substantially all of its assets Property 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 sale, conveyance, transfer conveyance or other dispositiontransfer, or which leases, all or substantially all of the assets Property of the Company is a corporation organized and existing under the laws of the United States of America, any state State thereof or the District of Columbia, or Canada or any province thereof, Columbia and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, and premium, if any, and interest on, on all the Securities and the performance of every other covenant and obligation of the Company under this Indenture; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or or, if not the Company, the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or or, if not the Company, the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness (excluding Permitted Indebtedness) under the test described in the first paragraph of Section 4.09(a) (other than Permitted Indebtedness)4.09. In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the 49 The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not ---------------------------- consolidate with or merge with or into any Person into, or sell, convey, lease, transfer or otherwise dispose of lease all or substantially all of its assets to to, any Person, unless: : (1i) the Company survives such merger resulting, surviving or transferee Person (the "Successor Company") shall be a 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 is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, Columbia and the Successor Company (if not the Company) shall expressly assumesassume, by an indenture supplemental indentureto this Indenture, executed and delivered to the due and punctual payment of Trustee, in form reasonably satisfactory to the principal of, premium, if any, and interest onTrustee, all the Securities and the performance of every other covenant and obligation obligations of the Company under the Securities and this Indenture; ; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3ii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth (and treating any Indebtedness which becomes an obligation of the Successor Company (or any Restricted Subsidiary as a result of such transaction as having been incurred by such Successor Company or such Restricted Subsidiary at the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth time of the Company immediately before such transaction), no Event of Default shall have occurred and be continuing; and (4iii) immediately after giving pro forma effect to such transaction, as if such transaction on a pro forma basishad occurred at the beginning of the applicable four-quarter period, the Successor Company (or the surviving or transferee entity) would be able permitted to incur at least $1.00 of additional Indebtedness under pursuant to the Consolidated Coverage Ratio test described set forth in Section 4.09(a3.8(a); and (iv) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver have delivered to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel Counsel, each stating that the proposed transaction such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this this Section 5.01, 5.01 the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any other Person or sell, convey, lease, transfer or otherwise dispose of all or lease its properties and assets substantially all of its assets to as an entirety to, any Person (a “successor Person”), unless: either: (1) the Company survives such merger shall be the surviving or continuing Person or (2)(a) the successor Person formed by or surviving such consolidation or into which the Company is merged or that the Person which acquires by sale, conveyance, transfer or other disposition, or which leases, all or substantially all of lease the properties and assets of the Company is substantially as an entirety shall be a corporation Person organized and existing under the laws of the United States of America, America or any state thereof State or the District of Columbia, or Canada or any province thereof, and shell expressly assumesassume, by a supplemental indentureindenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interest on, on all the Securities and the performance of every other covenant and obligation of this Indenture on the part of the Company under this Indentureto be performed or observed; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3a) immediately after giving effect to such transaction on a pro forma basistransaction, the Consolidated Tangible Net Worth no Default or Event of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transactionDefault, shall have happened and be continuing; and (4b) immediately after giving effect to such transaction on a pro forma basis, (c) the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver has delivered to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel each stating that each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture, if any, comply with this Article and that all the proposed transaction and such supplemental indenture comply with this IndentureIndenture and that all conditions precedent herein provided for relating to such transaction have been complied with.

When Company May Merge, Etc. The Company shall not consolidate with, or merge or convert with or merge with or into into, any other Person or sell, convey, lease, transfer lease or otherwise dispose transfer the consolidated assets of all or the Company and its Subsidiaries substantially all of its assets as an entirety to any another Person, unless: : (1) the Company survives such merger resulting, surviving or transferee Person (if not the Person formed by such consolidation or into which Company) (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 “Successor Company”) is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, and Columbia (except as otherwise provided in the definition of “Corporation” contained in Section 1.01 of the Base Indenture); (ii) the Succesor Company expressly assumes, by a supplemental indenture, executed and delivered to the due and punctual payment of Trustee, in form reasonably satisfactory to the principal of, premium, if any, and interest onTrustee, all the Company’s obligations under the Securities and the performance of every other covenant and obligation of the Company under this Indenture; ; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3iii) immediately after giving effect to such transaction on a pro forma basistransaction, the Consolidated Tangible Net Worth no Default or Event of Default shall have occurred and be contiuning; and (iv) the Company (or shall have delivered to the surviving or transferee entity) is equal to or greater than Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, lease or transfer or other disposition contemplated by this Section 5.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture (if any) comply with this the Indenture; provided, that if the Successor Company is not incorporated as a business corporation, a Subsidiary incorporated under the laws of the United States of America, any State thereof or the District of Columbia as a business corporation may, in the discretion of the Company, become a co-issuer of the Securities.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of lease all or substantially all of its assets Property 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 sale, conveyance, transfer conveyance or other dispositiontransfer, or which leases, all or substantially all of the assets Property of the Company is a corporation Person organized and existing under the laws of the United States of America, any state State thereof or the District of Columbia, or Canada or any province thereof, Columbia and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, and premium, if any, and interest on, on all the Securities and the performance of every other covenant and obligation of the Company under this Indenture; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or or, if not the Company, the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or or, if not the Company, the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness (excluding Permitted Indebtedness) under the test described in the first paragraph of Section 4.09(a) (other than Permitted Indebtedness)4.09. In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation corporation, limited liability company or limited partnership organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereofthereof (a "Successor"), and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture;; provided that unless the Successor is a 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 (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.016.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person other Person, or sell, convey, lease, transfer or otherwise dispose of all or lease its properties and assets substantially all of its assets as an entirety to any Person, unless: (1a) the Company survives such merger or Person (if other than the Person Company) formed by such consolidation or into with which the Company is merged or that the Person which acquires by sale, conveyance, transfer conveyance or other dispositiontransfer, or which leases, all or substantially all of the properties and assets of the Company is substantially as an entirety shall be a corporation organized and validly existing under the laws of the United States of America, any state State thereof or the District of Columbia, or Canada or any province thereof, Columbia and shall expressly assumesassume, by an indenture supplemental indenturehereto, executed and delivered to the due and punctual payment Trustee, in form satisfactory to the Trustee, all of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation obligations of the Company under the Notes and this IndentureIndenture and this Indenture shall remain in full force and effect; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3b) immediately after giving effect to such transaction on a pro forma basistransaction, the Consolidated Tangible Net Worth no Event of the Company (Default, and no event which, after notice or the surviving lapse of time or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth both, would become an Event of the Company immediately before such transactionDefault, shall have happened and be continuing; and (4c) immediately after giving effect to such transaction on a pro forma basis, the Company (or has delivered to the surviving or transferee entity) would be able to incur $1.00 Trustee an Officers' Certificate and an Opinion of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any Counsel, each stating that such consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01lease and, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this IndentureArticle and that all conditions precedent herein provided for relating to such transaction have been complied with. The foregoing shall not prohibit a merger of any Subsidiary of the Company with and into the Company or a merger effected solely for the purpose of reincorporating the Company in another jurisdiction.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person into, or sell, convey, lease, transfer or otherwise dispose of lease all or substantially all of its assets to to, any Person, Person unless: (1) either (a) the Company survives such merger is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or into which merger (if other than the Company is merged or that acquires by sale, conveyance, transfer or other dispositionCompany), or to which leasessuch sale or conveyance shall have been made, all or substantially all of the assets of the Company is a corporation organized and existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia; (2) in case of a consolidation or merger, the corporation formed by or Canada surviving any such consolidation or any province thereof, and expressly assumes, merger (if other than the Company) assumes by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, indenture all the Securities and the performance of every other covenant and obligation obligations of the Company under the Notes and this Indenture; (23) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) would exist immediately after giving effect to such transaction on the transaction; (4) in the case of a pro forma basisconsolidation or merger, the corporation formed by or surviving any such consolidation or merger, shall have Consolidated Tangible Adjusted Net Worth of (immediately after the Company (or the surviving or transferee entitytransaction) is equal to or greater than the Consolidated Tangible Adjusted Net Worth of the Company (immediately before such preceding the transaction); and (45) for the period of the four full fiscal quarters most recently ended prior to the date of determination, the Company would have a consolidated Fixed Charge Coverage Ratio immediately after giving effect to the transaction no less than its consolidated Fixed Charge Coverage Ratio immediately before giving effect to the transaction; provided, however, that clauses (4) and (5) above shall not -------- ------- apply if the principal purpose of such transaction on a pro forma basis, is to change the Company (or state of incorporation of the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness)Company. In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Officer's Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person into, or sell, convey, lease, transfer or otherwise dispose of lease all or substantially all of its properties and assets to to, any Person (a “Successor Person, ”) unless: (1a) the Company survives such merger is the surviving corporation or the Successor Person formed by such consolidation or into which (if other than 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 Company) is a corporation organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, U.S. domestic jurisdiction and expressly assumes, by supplemental indenture, assumes the due and punctual payment of Company’s obligations under the principal of, premium, if any, and interest on, all the Securities Notes and the performance of every other covenant and obligation of the Company under this Indenture; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3b) immediately after giving effect to such transaction on a pro forma basistransaction, no Event of 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 the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transactionIndenture; and (4c) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver have delivered to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel Counsel, each stating that the proposed transaction and such any related supplemental indenture comply with the Indenture. For purposes of this IndentureSection 12.02, the conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person other [corporation][Person] or sell, convey, lease, transfer or otherwise dispose of all or lease its properties and assets substantially all of its assets to as an entirety to, any [corporation][Person] (a “successor Person”), unless: either: (1) the Company survives such merger shall be the surviving or continuing [corporation][Person] or (2)(a) the successor Person formed by or surviving such consolidation or into which the Company is merged or that the Person which acquires by sale, conveyance, transfer or other disposition, or which leases, all or substantially all of lease the properties and assets of the Company is substantially as an entirety shall be a corporation [corporation][Person] organized and existing under the laws of the United States of America, America or any state thereof State or the District of Columbia, or Canada or any province thereof, and shell expressly assumesassume, by a supplemental indentureindenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interest on, on all the Securities and the performance of every other covenant and obligation of this Indenture on the part of the Company under this Indentureto be performed or observed; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3a) immediately after giving effect to such transaction on a pro forma basistransaction, the Consolidated Tangible Net Worth no Default or Event of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transactionDefault, shall have happened and be continuing; and (4b) immediately after giving effect to such transaction on a pro forma basis, (c) the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver has delivered to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel each stating that each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture, if any, comply with this Article and that all the proposed transaction and such supplemental indenture comply with this IndentureIndenture and that all conditions precedent herein provided for relating to such transaction have been complied with.

When Company May Merge, Etc. The Company shall not consolidate with or merge with into, or into any Person directly or sell, convey, lease, indirectly transfer or otherwise dispose of lease all or substantially all of its assets to, any person and the Company shall not permit any person to any Person, consolidate with or merge into the Company or transfer all or substantially all of its properties and assets to the Company unless: (1) the Company survives such merger or the Person person formed by or surviving any such consolidation or into which merger (if other than the Company is merged or that acquires by sale, conveyance, transfer or other dispositionCompany), or to which leasessuch sale or conveyance shall have been made, all or substantially all of the assets of the Company is a corporation person organized and existing under the laws of the United States of AmericaStates, any state State thereof or the District of Columbia; (2) the person formed by or surviving any such consolidation or merger (if other than the Company), or Canada to which such sale or any province thereofconveyance shall have been made, and expressly assumes, assumes by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, indenture all the Securities and the performance of every other covenant and obligation obligations of the Company under the Securities and this Indenture; (23) immediately before and immediately after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transactionshall have occurred and be continuing; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or has delivered to the surviving or transferee entity) would be able to incur $1.00 Trustee an Officers' Certificate and an Opinion of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any Counsel, each stating that such consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Section 5.01, the Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation corporation, limited liability company or limited partnership organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture;Indenture provided, that unless the successor Person is a 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 (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.. [[NYCORP:2551417v7:3642W:11/08/05--03:56 p]]

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation corporation, limited liability company or limited partnership organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereofthereof (a “Successor”), and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture;; provided that unless the Successor is a 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 (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.016.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. (a) The Company shall not not, in a single transaction or a series of related transactions, consolidate with or merge with or into any Person other person or sell, assign, convey, leasetransfer, transfer lease or otherwise dispose of all or substantially all of its properties and assets to any Personperson or group of affiliated persons, or permit any of its Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis to any other person or group of affiliated persons, unless: (1) either (i) the Company survives such merger shall be the continuing corporation or (ii) the Person person (if other than the Company) formed by such consolidation or into which the Company is merged or that the person which acquires by sale, assignment, conveyance, transfer transfer, lease or other disposition, or which leases, disposition all or substantially all of the properties and assets of the Company is and its Subsidiaries on a consolidated basis (the "Surviving Entity") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, Columbia and such person expressly assumes, assumes by a supplemental indenture, executed and delivered to the due and punctual payment of Trustee, in a form reasonably satisfactory to the principal of, premium, if any, and interest onTrustee, all the Securities and the performance of every other covenant and obligation obligations of the Company under the Securities and this Indenture, and this Indenture and the Securities shall remain in full force and effect; (2) immediately before and after giving effect to such transaction or series of transactions, no Default or Event of Default existsshall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entitySurviving Entity if the company is not the continuing obligor under this Indenture) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before prior to such transaction; (4) each Guarantor, if any, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such person's obligations under this Indenture and the Securities; (5) if any of the property or assets of the Company or any of its Subsidiaries would thereupon become subject to any Lien, the provisions of Section 4.13 are complied with; (6) the Company or the Surviving Entity, as the case may be, shall have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, lease or other transaction and the supplemental indenture in respect thereto comply with this Indenture and that all conditions precedent provided for relating to such transaction have been complied with; and (47) after giving effect to such transaction, on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period ended immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation) the Consolidated Fixed Charge Coverage Ratio of the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) shall be at least 1:1; provided, however, that, if the consolidated Fixed Charge Coverage Ratio of the Company is within the range set forth in Column A below immediately prior to such transaction, then the Consolidated Fixed Charge Coverage Ratio of the Company (or such Surviving Entity) on a pro forma basis immediately after giving effect to such transaction on a shall be at least equal to the lesser of the percentage of the pre-transaction Consolidated Fixed Charge Coverage Ratio of the Company set forth in Column B below or the ratio set forth in Column C below: 2:1 to 2.9999:1 80% 2.1:1 3:1 to 3.9999:1 70% 2.4:1 4:1 to 4.9999:1 60% 2.5:1 5:1 or more 50% 3.0:1 and provided, further, that if the pro forma basis, Consolidated Fixed Charge Coverage Ratio of the Company (or such Surviving Entity) is 3:1 or more, the surviving foregoing calculation shall be inapplicable and such transaction shall be deemed to have complied with the requirements of this clause (7). (b) Each Guarantor shall not, and the Company shall not permit a Guarantor to, in a single transaction or transferee entity) would be able to incur $1.00 series of additional Indebtedness under the test described in Section 4.09(a) related transactions, merge or consolidate with or into any other corporation (other than Permitted Indebtedness). In connection with the Company or any other Guarantor) or other entity, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets on a consolidated basis to any entity (other than the Company or any other Guarantor) unless: (1) either (i) such Guarantor shall be the continuing corporation or (ii) the entity (if other than such Guarantor) formed by such consolidation or into which such Guarantor is merged or the entity which acquires by sale, assignment, conveyance, transfer, lease or disposition the properties and assets of such Guarantor shall be a corporation duly organized and validly existing under the laws of the United States, any state thereof or the District of Columbia and shall expressly assume by a supplemental indenture, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the obligations of such guarantor under its Guarantee and this Indenture and the Guarantee shall remain in full force and effect; (2) immediately before and after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (3) such Guarantor shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, conveyance, leasetransfer, transfer lease or other disposition contemplated by this Section 5.01, and the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture in respect thereto comply with this Indenture, and that all conditions precedent provided for relating to such transaction have been complied with. (c) Notwithstanding the foregoing, any Guarantee of the Securities by a Subsidiary of the Company shall provide by its terms that it shall be automatically and unconditionally released in certain circumstances as described under Section 4.15. The foregoing shall not prohibit (i) the merger of a Wholly Owned Subsidiary into the Company or (ii) the sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of its properties and assets by a Wholly Owned Subsidiary to the Company.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any other Person or sell, convey, lease, transfer or otherwise dispose of all or lease its properties and assets substantially all of its assets as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (1) in case the Company survives such merger consolidates with or merges into another Person or conveys, transfers or leases 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 that the Person which acquires by sale, conveyance, transfer conveyance or other dispositiontransfer, or which leases, all or substantially all of the properties and assets of the Company substantially as an entirety is a corporation corporation, partnership or trust is organized and validly existing under the laws of the United States of America, any state State thereof or the District of Columbia, or Canada or any province thereof, Columbia and expressly or by operation of law assumes, by an indenture supplemental indentureto the Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, of and any premium, if any, and interest on, on all the Securities Notes and the performance or observance of every other covenant and obligation of this Indenture on the part of the Company under this Indentureto be performed or observed; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basistransaction, the Consolidated Tangible Net Worth no Event of the Company (Default, and no event which, after notice or the surviving lapse of time or transferee entity) both, would become an Event of Default, has occurred and is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transactioncontinuing; and (43) immediately after giving effect to such transaction on a pro forma basis, the Company (or delivers to the surviving or transferee entity) would be able to incur $1.00 Trustee an Officers' Certificate and an Opinion of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any Counsel, each stating that such consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01lease and, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the Indenture and that all conditions precedent in this IndentureIndenture relating to such transaction have been complied with.

When Company May Merge, Etc. The Company shall not consolidate (assuming a market rate of interest with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture; (2) immediately before and after giving effect respect to such transaction no Default or Event of Default exists; additional Indebtedness); and (3d) immediately after giving effect to such transaction or series of transactions on a pro forma basisbasis (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 Tangible Net Worth of the Company (or the surviving or transferee entity) Surviving Entity, as the case may be, is at least equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and transaction or series of transactions. Notwithstanding the foregoing clauses (4b), (c) immediately after giving effect and (d), (i) any Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to such transaction on a pro forma basis, the Company and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness)benefits. In connection with any consolidation, merger, sale, conveyancetransfer, lease, transfer assignment or other disposition contemplated by this Section 5.01hereby, the Company shall deliver deliver, or cause to be delivered, to the Trustee prior Trustee, in form and substance reasonably satisfactory to the consummation of the proposed transaction Trustee, an Officers' Certificate to the foregoing effect and an Opinion of Counsel Counsel, each stating that the proposed transaction such consolidation, merger, transfer, lease, assignment or other disposition and such any supplemental indenture in respect thereof comply with the requirements under the foregoing clause (a) of this IndentureSection 5.01 and that all conditions precedent provided for in this Indenture relating to the transaction or series of transactions have been complied with, 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. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation corporation, limited liability company, general partnership or limited partnership organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereofthereof (a "Successor"), and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and any interest on, all the Securities Notes and the performance of every other covenant and obligation of the Company under this Indenture;; provided, that unless the Successor is a corporation, a corporate co-issuer of the Notes shall be added hereto by the execution and delivery of a supplemental indenture by such co-issuer; and (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.017.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture indenture, if any, comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of 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 sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). 37 In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not not, in a single transaction or a series of related transactions, consolidate with or merge with or into any Person into, or sell, assign, convey, transfer, lease, transfer convey or otherwise dispose of all or substantially all of its assets to substantially as an entirety to, any PersonPerson or group of affiliated Persons, unlessunless at the time and after giving effect thereto: (1) either (a) the Company survives such merger is the continuing or surviving corporation or (b) the Person (if other than the Company) formed by or surviving such consolidation or into which the Company is merged or the Person that acquires by sale, conveyance, transfer or other disposition, or which leases, all or substantially all of lease the properties and assets of the Company substantially as an entirety is a corporation organized and validly existing under the laws of the United States of America, or any state thereof or the District of Columbia, or Canada or any province thereof, and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on, all the Securities and the performance of every other Obligation and covenant and obligation of the Company under the Securities and this Indenture; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists[intentionally omitted]; (3) immediately after giving effect to such transaction on a pro forma basistransaction, the Consolidated Tangible Net Worth no Default or Event of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transactionDefault shall have occurred and be continuing; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company shall deliver has delivered to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel Counsel, each stating that the proposed transaction and such consolidation, merger or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Indenturethe Indenture and that all conditions precedent therein (in the case of clause (3), to such counsel's knowledge) relating to such transaction have been satisfied.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of lease all or substantially all of its assets Property 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 sale, conveyance, transfer conveyance or other dispositiontransfer, or which leases, all or substantially all of the assets Property of the Company is a corporation organized and existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia, or Canada or any province thereof, Columbia and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of, of (and premium, if any, ) and interest on, on all the Securities and the performance of every other covenant and obligation of the Company under this Indenture; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the Company (or or, if not the Company, the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth of the Company immediately before such transaction; and (4) immediately after giving effect to such transaction on a pro forma basis, the Company (or or, if not the Company, the surviving or transferee entity) would be able to incur $1.00 of additional Indebtedness (excluding Permitted Indebtedness) under the test test, described in the first paragraph of Section 4.09(a) (other than Permitted Indebtedness)4.9. In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The So long as any Notes shall be outstanding, the Company shall not consolidate with or merge with or into any other Person or sell, convey, lease, transfer or otherwise dispose of all or lease its properties and assets substantially all of its assets as an entirety to any Person, Person unless: (1a) the Company survives such merger or the Person formed by such consolidation or into which the Company is merged or that the Person which acquires by sale, conveyance, transfer conveyance or other dispositiontransfer, or which leases, all or substantially all of the properties and assets of the Company is substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America, any state State thereof or the District of Columbia, or Canada or any province thereof, Columbia and shall expressly assumesassume, by an indenture supplemental indenturehereto, executed and delivered to the Trustee, the due and punctual payment of the principal of, premium, if any, of and interest on, all on the Securities Notes and the performance of every other covenant and obligation of this Indenture on the part of the Company under this Indentureto be performed or observed; (2) immediately before and after giving effect to such transaction no Default or Event of Default exists; (3b) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth and treating any indebtedness which becomes an obligation of the Company (or the surviving or transferee entity) is equal to or greater than the Consolidated Tangible Net Worth as a result of such transaction as having been incurred by the Company immediately before at the time of such transaction, no Default or Event of Default, and no event which, after notice or lapse of time or both, would become a Default or an Event of Default, shall have happened and be continuing; and (4c) immediately after giving effect to such transaction on a pro forma basis, the Company (or has delivered to the surviving or transferee entity) would be able to incur $1.00 Trustee an Officers' Certificate and an Opinion of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). In connection with any Counsel, each stating that such consolidation, merger, sale, conveyance, leasetransfer, transfer lease or other disposition contemplated by this Section 5.01and, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this IndentureArticle 5 and that all conditions precedent herein provided for relating to such transaction have been complied with.