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

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither Holdings nor either Borrower may consolidate, merge or amalgamate with or into or wind up into (whether or not Holdings or such Borrower is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless (i) Holdings or such Borrower is the surviving corporation or the Person formed by or surviving any such consolidation, merger or amalgamation (if other than Holdings or such Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of Holdings or such Borrower or the laws of the United States, any state thereof or the District of Columbia, or the laws of Canada, any province thereof or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company, if other than the Holdings or such Borrower, expressly assumes all the obligations of the Holdings or such Borrower under the Loan Documents pursuant to an agreement or other documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after such transaction, no Default or Event of Default exists; (iv) immediately after giving pro forma effect to such transaction either (A) the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction would occur would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such transaction had occurred at the beginning of such four quarter period or (B) the Fixed Charge Coverage Ratio for Holdings or the applicable Borrower, or the Successor Company if Holdings or such Borrower is not the survivor of any such consolidation, merger or transfer, would be greater than such Fixed Charge Coverage Ratio for Holdings or such Borrower immediately prior to such transaction; (v) each Borrower (as to its Guarantee of the other Borrower) and each Guarantor, unless it is the other party to the transactions described above, in which case clause (b) of the second succeeding paragraph shall apply, shall have confirmed that its Guarantee shall apply to such Person’s obligations under the this Agreement and Guarantee; and (vi) Holdings shall have delivered to the Administrative Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer comply with this Agreement. The Successor Company will succeed to, and be substituted for either Borrower or Holdings, as the case may be, under the Loan Documents. Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary (other than a Borrower) may consolidate or amalgamate with, merge into or transfer all or part of its properties and assets to Holdings and (b) Holdings or a Borrower may merge with an Affiliate of Holdings or a Borrower, as the case may be, solely for the purpose of reincorporating Holdings or such Borrower in a State of the United States so long as the amount of Indebtedness of Holdings and the Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither Holdings nor either The Borrower may consolidate, shall not consolidate or merge or amalgamate with or into or wind up into (whether into(whether or not Holdings or such the Borrower is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose otherwisedispose of properties and assets constituting all or substantially all of its the properties or assetsassets of theBorrower and the Restricted Subsidiaries on a consolidated basis, in one or more related transactions, to any toany Person unless (iunless:(i) Holdings or such the Borrower is the surviving corporation or the Person formed by or surviving any survivingany such consolidation, consolidation or merger or amalgamation (if other than Holdings or such the Borrower) or to which such sale, assignment, ,transfer, lease, conveyance or other disposition will shall have been made is a corporation corporation, limitedpartnership or limited liability company organized or existing under the laws of the jurisdiction UnitedStates of organization of Holdings or such Borrower or the laws of the United StatesAmerica, any state thereof or the District of Columbia, Columbia (the Borrower or the laws of Canada, any province thereof or any territory thereof (such Person, as the asthe case may be, being herein called the “Successor Company”); (iiBorrower”);(ii) the Successor CompanyBorrower, if other than the Holdings or such Borrower, expressly assumes all the obligations theobligations of the Holdings or such Borrower under this Agreement and the other Loan Documents pursuant tosupplements to the Loan Documents pursuant to an agreement or other documents or instruments in form reasonably satisfactory reasonablysatisfactory to the Administrative Agent; (iiiAgent;(iii) immediately after such transaction, no Default or Event of Default exists; (ivexists;(iv) immediately after giving pro forma effect to such transaction either (A) the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction would occur would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom)transaction, as if such transaction suchtransaction had occurred at the beginning of such four quarter period or (B) the Fixed Charge most recently ended Test Period, the SuccessorBorrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to theInterest Coverage Ratio for Holdings or the applicable Borrower, or the Successor Company if Holdings or such Borrower is not the survivor of any such consolidation, merger or transfer, would be greater than such Fixed Charge Coverage Ratio for Holdings or such Borrower immediately prior to such transaction; (vtest set forth in Section 6.01(a);(v) each Borrower (as to its Guarantee of the other Borrower) and each Loan Guarantor, unless it is the other party to the transactions described above, in which case clause (b) of describedabove and is not the second succeeding paragraph shall applySuccessor Borrower, shall have confirmed by supplement to the Loan Documentsconfirmed that its Guarantee guarantee of the Obligations shall apply to such Person’s obligations Successor Borrower’sobligations under the this Agreement Loan Documents and Guaranteethe Term Loans; and (viand(vi) Holdings the Borrower shall have delivered to the Administrative Agent an Officers’ Certificate and an Opinion anopinion of Counselcounsel, each stating that such consolidation, merger, amalgamation merger or transfer and suchsupplements to the Loan Documents, if any, comply with this Agreement. The Successor Company will succeed to, Agreement and be substituted for the other LoanDocuments;provided that the Borrower shall promptly notify the Agent of any such transaction and shall take allrequired actions either Borrower prior to or Holdings, as the case may be, under the Loan Documents. Notwithstanding the foregoing clauses within 30 days following such transaction (iii) and (iv), (a) any Restricted Subsidiary (other than a Borrower) may consolidate or amalgamate with, merge into or transfer all or part of its properties and assets to Holdings and (b) Holdings or a Borrower may merge with an Affiliate of Holdings or a Borrower, as the case may be, solely for the purpose of reincorporating Holdings or such longer period as towhich the Agent may consent) in order to preserve and protect the Liens on the Collateral securing theObligations; provided, further, the Borrower in shall, promptly following a State of request by the United States so long as the amount of Indebtedness of Holdings and the Restricted Subsidiaries is not increased thereby.Agent (on behalf-96-

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither Holdings nor either The Borrower may consolidateshall not merge, merge consolidate or amalgamate with or into or wind up into (whether or not Holdings or such the Borrower is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Borrower and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless unless: (i) Holdings or such the Borrower is the surviving corporation Person or the Person formed by or surviving any such merger, consolidation, merger amalgamation or amalgamation winding up (if other than Holdings or such the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation corporation, partnership, limited partnership, limited liability company, trust or other entity organized or existing under the laws of the jurisdiction of organization of Holdings or such Borrower or the laws of the United States, any state or territory thereof or the District of Columbia, Columbia (the Borrower or the laws of Canada, any province thereof or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company, Company (if other than the Holdings or such Borrower, ) expressly assumes all of the obligations of the Holdings or such Borrower under this Agreement, the Loan Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement and the applicable Security Documents pursuant to an agreement joinders hereto and to the applicable Security Documents, the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement, or other documents or instruments in form reasonably satisfactory to the Administrative AgentAgent and has provided all documentation and other information required by the Agents and the Lenders under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; (iii) immediately after such transaction, no Default or Event of Default exists; (iv) immediately after giving pro forma effect to such transaction either (A) the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction would occur would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such transaction had occurred at the beginning of such four quarter period or (B) the Fixed Charge Coverage Ratio for Holdings or the applicable Borrower, or the Successor Company if Holdings or such Borrower is not the survivor of any such consolidation, merger or transfer, would be greater than such Fixed Charge Coverage Ratio for Holdings or such Borrower immediately prior to such transaction; (v) each Borrower (as to its Guarantee of the other Borrower) and each Guarantor, unless it is the other party to the transactions described above, in which case clause (b) of the second succeeding paragraph shall apply, shall have confirmed that its Guarantee shall apply to such Person’s obligations under the this Agreement and Guarantee; and (vi) Holdings shall have delivered to the Administrative Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer comply with this Agreement. The Successor Company will succeed to, occurred and be substituted for either Borrower or Holdings, as the case may be, under the Loan Documents. Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary (other than a Borrower) may consolidate or amalgamate with, merge into or transfer all or part of its properties and assets to Holdings and (b) Holdings or a Borrower may merge with an Affiliate of Holdings or a Borrower, as the case may be, solely for the purpose of reincorporating Holdings or such Borrower in a State of the United States so long as the amount of Indebtedness of Holdings and the Restricted Subsidiaries is not increased thereby.continuing;

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither Holdings nor either The Company Borrower may consolidate, shall not consolidate or merge or amalgamate with or into or wind up into (whether or not Holdings or such the Company Borrower is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, to any Person unless unless: (ia) Holdings or such the Company Borrower is the surviving corporation or the Person formed by or surviving any such consolidation, consolidation or merger or amalgamation (if other than Holdings or such the Company Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the jurisdiction of organization of Holdings or such Borrower or the laws of the United States, any state thereof or thereof, the District of Columbia, or the laws of Canada, any province thereof or any territory thereof (the Company Borrower or such Person, as the case may be, being herein called the “Successor Company”)) and, if such entity is not a corporation, a co- obligor of the Obligations is a corporation organized or existing under such laws; (iib) the Successor Company, Company (if other than the Holdings or such Company Borrower, ) expressly assumes all the obligations of the Holdings or such Company Borrower under this Agreement and the other Loan Documents pursuant to an agreement or other documents or instruments in form reasonably satisfactory to the Administrative Agentwhich it is a party; (iiic) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction, ) no Default or Event of Default existsshall have occurred and be continuing; (ivd) immediately after giving pro forma effect to such transaction either (A) the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction would occur would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom)transaction, as if such transaction had occurred at the beginning of such four the applicable four-quarter period or period, either: (Bi) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio for Holdings test set forth in Section 6.1(a); or the applicable Borrower, or the Successor Company if Holdings or such Borrower is not the survivor of any such consolidation, merger or transfer, would be greater than such Fixed Charge Coverage Ratio for Holdings or such Borrower immediately prior to such transaction; (v) each Borrower (as to its Guarantee of the other Borrower) and each Guarantor, unless it is the other party to the transactions described above, in which case clause (b) of the second succeeding paragraph shall apply, shall have confirmed that its Guarantee shall apply to such Person’s obligations under the this Agreement and Guarantee; and (vi) Holdings shall have delivered to the Administrative Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer comply with this Agreement. The Successor Company will succeed to, and be substituted for either Borrower or Holdings, as the case may be, under the Loan Documents. Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary (other than a Borrower) may consolidate or amalgamate with, merge into or transfer all or part of its properties and assets to Holdings and (b) Holdings or a Borrower may merge with an Affiliate of Holdings or a Borrower, as the case may be, solely for the purpose of reincorporating Holdings or such Borrower in a State of the United States so long as the amount of Indebtedness of Holdings and the Restricted Subsidiaries is not increased thereby.-133-

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither Holdings nor either Borrower The Issuer may consolidate, not consolidate or merge or amalgamate with or into or wind up into (whether or not Holdings or such Borrower the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, to any Person unless (i) Holdings or such Borrower the Issuer is the surviving corporation or the Person formed by or surviving any such consolidation, consolidation or merger or amalgamation (if other than Holdings or such Borrowerthe Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the jurisdiction of organization of Holdings or such Borrower or the laws of the United States, any state thereof or thereof, the District of Columbia, or the laws of Canada, any province thereof or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “"Successor Company”Issuer"); (ii) the Successor Company, Issuer (if other than the Holdings or such Borrower, Issuer) expressly assumes all the obligations of the Holdings or such Borrower Issuer under this Indenture and the Loan Documents Notes pursuant to an agreement a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Administrative AgentTrustee; (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Issuer or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Issuer or such Restricted Subsidiary at the time of such transaction, ) no Default or Event of Default existsshall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction either (A) the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction would occur would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom)transaction, as if such transaction had occurred at the beginning of such four quarter period the applicable period, either (A) Holdings would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03 hereof or (B) the Fixed Charge Coverage Ratio Ratio, or Adjusted Fixed Charge Coverage Ratio, as applicable, for Holdings or the applicable Borrower, or the Successor Company if Holdings or such Borrower is not the survivor of any such consolidation, merger or transfer, and its Restricted Subsidiaries would be greater than or equal to such Fixed Charge Coverage Ratio ratio for Holdings or such Borrower and its Restricted Subsidiaries immediately prior to such transaction, provided, in each case, that the Indebtedness of the Successor Issuer and its restricted Subsidiaries shall be included, without duplication, in the calculation of the Fixed Charge Coverage Ratio, or the Adjusted Fixed Charge Coverage Ratio, as applicable, of Holdings; (v) each Borrower (as to its Guarantee of the other Borrower) and each Guarantor, unless it is they are the other party to the transactions described above, in which case clause (b) of the second succeeding paragraph shall apply, shall have by supplemental indenture or by supplemental intercompany notes and intercompany guarantees, as applicable, confirmed that its Note Guarantee shall apply to such Person’s 's obligations under this Indenture and the this Agreement and GuaranteeNotes; and (vi) Holdings the Issuer shall have delivered to the Administrative Agent Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation merger or transfer and such supplemental indenture (if any) comply with this AgreementIndenture, provided that (x) in giving such opinion such counsel may rely on officer's certificate as to any matters of fact (including without limitation as to clauses (iii) and (iv) above), and (y) no Opinion of Counsel will be required for a consolidation, merger or transfer described in the last sentence of this paragraph. The Successor Company Issuer will succeed to, and be substituted for either Borrower or Holdingsfor, as the case may be, Issuer under this Indenture and the Loan DocumentsNotes. Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary (other than a Borrower) may consolidate or amalgamate with, merge into or transfer all or part of its properties and assets to Holdings the Issuer or to another Restricted Subsidiary and (b) Holdings or a Borrower the Issuer may merge with an Affiliate of Holdings or a Borrower, as the case may be, incorporated solely for the purpose of reincorporating Holdings or such Borrower the Issuer in a State another state of the United States so long as the amount of Indebtedness of Holdings the Issuer and the its Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither Holdings nor either The Borrower may consolidate, not consolidate or merge or amalgamate with or into or wind up into (whether or not Holdings or such the Borrower is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactionstransactions to, to any Person unless (i) Holdings or such the Borrower is the surviving corporation or the Person formed by or surviving any such consolidation, consolidation or merger or amalgamation (if other than Holdings or such the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of Holdings or such Borrower or the laws of the United States, any state thereof or thereof, the District of Columbia, or the laws of Canada, any province thereof or any territory thereof (the Borrower or such Person, as the case may be, being herein called the “"Successor Company”"); (ii) the Successor Company, Company (if other than the Holdings or such Borrower, ) expressly assumes all the obligations of the Holdings or such Borrower under this Agreement and the Loan Documents Loans pursuant to an agreement or other documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after such transaction, transaction no Default or Event of Default exists; (iv) immediately after giving pro forma effect to such transaction either (A) the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction would occur would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom)transaction, as if such transaction had occurred at on the beginning first day of such four the most recent fiscal quarter period for which internal financial statements are available, (A) the Successor Company would have a Fixed Charge Coverage Ratio (as determined in accordance with the Fixed Charge Coverage Ratio test described in Section 10.3(a)) of 2.0:1.0 or greater, or (B) the Fixed Charge Coverage Ratio (as determined in accordance with the Fixed Charge Coverage Ratio test described in Section 10.3(a)) for Holdings or the applicable Borrower, or the Successor Company if Holdings or such the Borrower is not the survivor of any such consolidation, merger or transfer, would be greater than such Fixed Charge Coverage Ratio for Holdings or such the Borrower immediately prior to such transaction; and (v) each the Borrower (as to its Guarantee of the other Borrower) and each Guarantor, unless it is the other party to the transactions described above, in which case clause (b) of the second succeeding paragraph shall apply, shall have confirmed that its Guarantee shall apply to such Person’s obligations under the this Agreement and Guarantee; and (vi) Holdings shall have delivered to the Administrative Agent an Officers’ ' Certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger, amalgamation merger or transfer and such supplemental indenture (if any) comply with this Agreement. The Successor Company will succeed to, and be substituted for either the Borrower or Holdings, as under this Agreement and the case may be, under the Loan DocumentsLoans. Notwithstanding the foregoing clauses (iii) and clause (iv), (a) any Restricted Subsidiary (other than a Borrower) may consolidate or amalgamate with, merge into or transfer all or part of its properties and assets to Holdings the Borrower or another Restricted Subsidiary and (b) Holdings or a the Borrower may merge with an Affiliate of Holdings or a Borrower, as the case may be, incorporated solely for the purpose of reincorporating Holdings or such the Borrower in a State another state of the United States so long as the amount of Indebtedness of Holdings the Borrower and the Restricted Subsidiaries is not increased thereby. Notwithstanding the foregoing, the Borrower may not consolidate or merge with or into, wind up into (whether or not the Borrower is the surviving corporation) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to the Parent.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither Holdings nor either The Borrower may consolidateshall not merge, merge consolidate or amalgamate with or into or wind up into (whether or not Holdings or such the Borrower is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Borrower and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless unless: (i) Holdings or such the Borrower is the surviving corporation Person or the Person formed by or surviving any such merger, consolidation, merger amalgamation or amalgamation winding up (if other than Holdings or such the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation corporation, partnership, limited partnership, limited liability company, trust or other entity organized or existing under the laws of the jurisdiction of organization of Holdings or such Borrower or the laws of the United States, any state or territory thereof or the District of Columbia, Columbia (the Borrower or the laws of Canada, any province thereof or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company, Company (if other than the Holdings or such Borrower, ) expressly assumes all of the obligations of the Holdings or such Borrower under this Agreement, the Loan Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement and the applicable Security Documents pursuant to an agreement joinders hereto and to the applicable Security Documents, the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement, or other documents or instruments in form reasonably satisfactory to the Administrative AgentAgent and has provided all documentation and other information required by the Agents and the Lenders under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; (iii) immediately after such transaction, no Default or Event of Default existsshall have occurred and be continuing; (iv) in the case of the Borrower, immediately after giving pro forma effect to such transaction either and any related financing transactions, as if such transactions had occurred at the beginning of the Test Period, either: (A1) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 6.3(a), or (2) the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which after such transaction would occur would have been at least 2.00 be equal to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such transaction had occurred at the beginning of such four quarter period or (B) greater than the Fixed Charge Coverage Ratio for Holdings or of the applicable Borrower, or the Successor Company if Holdings or such Borrower is not the survivor of any such consolidation, merger or transfer, would be greater than such Fixed Charge Coverage Ratio for Holdings or such Borrower immediately prior to such transaction; (v) each Borrower (as to its Guarantee the extent any assets of the other Borrower) and each GuarantorPerson who is merged, unless it is consolidated or amalgamated with or into the other party to the transactions described above, in which case clause (b) Successor Company are assets of the second succeeding paragraph shall apply, shall have confirmed type that its Guarantee shall apply to such Person’s obligations would constitute Collateral under the this Agreement and Guarantee; and (vi) Holdings shall have delivered to Security Documents, the Administrative Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer comply with this Agreement. The Successor Company will succeed to, and be substituted for either Borrower or Holdings, as the case may be, under the Loan Documents. Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary (other than a Borrower) may consolidate or amalgamate with, merge into or transfer all or part of its properties and assets to Holdings and (b) Holdings or a Borrower may merge with an Affiliate of Holdings or a Borrower, as the case may be, solely for the purpose of reincorporating Holdings or such Borrower in a State of the United States so long as the amount of Indebtedness of Holdings and the Restricted Subsidiaries is not increased thereby.Company

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither None of Holdings, BKFS Holdings nor either Borrower or the Issuer may consolidate, consolidate or merge or amalgamate with or into or wind up into (whether or not Holdings, BKFS Holdings or such Borrower the Issuer, as the case may be, is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all gj kmZklYflaYddq Ydd g^ alk j]kh][lan] NmZka\aYja]kz hjgh]jla]k gj Ykk]lk* lYc]f Yk Y o`gd]* af gf] gj more related transactions, to any Person unless: (1) Holdings, BKFS Holdings or the Issuer is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than Holdings, BKFS Holdings or the Issuer, as the case may be) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited liability company or similar entity organized or existing under the laws of the United States, any state thereof or the District of Columbia (such K]jkgf* Yk l`] [Yk] eYq Z]* Z]af_ `]j]af [Ydd]\ l`] wSuccessorx(9 -66- (2) the Successor expressly assumes all the obligations of Holdings, BKFS Holdings or the Issuer, as the case may be, under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments; (3) except in the case of a transaction with a Guarantor, immediately after such transaction, no Event of Default exists; and (4) in any transaction in which there is a Successor, the Issuer (or Successor) k`Ydd `Yn] \]xxx]j]\ lg l`] Ojmkl]] Yf J^^a[]jzk >]jla^a[Yl] Yf\ Yf Jhafagf g^ >gmfk]d* each stating that such consolidation, merger, wind up, sale, assignment, transfer, lease, conveyance or other disposition and such supplemental indentures, if any, comply with this Indenture. (b) The Successor will succeed to, and be substituted for, Holdings, BKFS Holdings or the Issuer, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable, and Holdings, BKFS Holdings or the Issuer, as the case may be, will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding clause (3) of subsection (a) of this Section 5.01: (1) any Restricted Subsidiary may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Issuer or any other Restricted Subsidiary; (2) the Issuer may merge with an Affiliate of the Issuer solely for the purpose of reorganizing the Issuer in a State of the United States or the District of Columbia; and (3) Holdings, BKFS Holdings or the Issuer or any of its Subsidiaries may be converted into, or reorganized or reconstituted as a limited liability company, limited partnership or corporation organized or existing under the laws of a jurisdiction in the United States. (c) Except pursuant to Section 10.06, no Subsidiary Guarantor will, and the Issuer will not permit any such Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not Holdings, BKFS Holdings, the Issuer or such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless (iother than the Issuer or any other Guarantor) Holdings or unless: (1) such Borrower Guarantor is the surviving corporation Person or the Person formed by or surviving any such consolidation, consolidation or merger or amalgamation (if other than Holdings or such Borrower) Guarantor), or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made made, is (x) a corporation Person organized or existing under the laws of the jurisdiction of organization of Holdings or such Borrower Guarantor, as the case may be, or the laws of the United States, any state State thereof or the District of Columbia, Columbia or the laws of Canada, any province thereof (y) another Guarantor (such Guarantor or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); * Z]af_ `]j]af [Ydd]\ l`] wSuccessor Personx(9 -67- (ii2) the Successor CompanyPerson, if other than such Guarantor, the Holdings Issuer or such Borroweranother Guarantor, expressly assumes all the obligations of the Holdings or such Borrower Guarantor under the Loan Documents this Indenture Yf\ km[` BmYjYflgjzk j]dYl]\ BmYjYfl]]* pursuant to an agreement supplemental indentures or other documents or instruments in form reasonably satisfactory to the Administrative Agentinstruments; (iii3) immediately after such transaction, no Default or Event of Default exists; exists under clauses (iv) immediately after giving pro forma effect to such transaction either (A) the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction would occur would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom1), as if such transaction had occurred at the beginning of such four quarter period (2) or (B) the Fixed Charge Coverage Ratio for Holdings or the applicable Borrower, or the Successor Company if Holdings or such Borrower is not the survivor of any such consolidation, merger or transfer, would be greater than such Fixed Charge Coverage Ratio for Holdings or such Borrower immediately prior to such transaction; (v) each Borrower (as to its Guarantee of the other Borrower) and each Guarantor, unless it is the other party to the transactions described above, in which case clause (b6) of the second succeeding paragraph shall apply, shall have confirmed that its Guarantee shall apply to such Person’s obligations under the this Agreement and GuaranteeSection 6.01(a); and (vi4) Holdings in any transaction in which there is a Successor Person, the Issuer shall have delivered to the Administrative Agent an Officers’ Certificate and an Opinion of Counsel, each `Yn] \]xxx]j]\ lg l`] Ojmkl]] Yf J^^a[]jzk >]jla^a[Yl] Yf\ Yf Jhafagf g^ >gmfk]d* ]Y[` stating that such consolidation, merger, amalgamation sale, assignment, transfer, lease, conveyance or transfer other disposition and such supplemental indentures, if any, comply with this AgreementIndenture. The Igloal`klYf\af_ l`] ^gj]_gaf_ [dYmk] '2(* fg J^^a[]jzk >]jla^a[Yl] gj Jhafagf g^ >gmfk]d will be required in respect of the Pending Mergers. (d) In the case of clause (1) of subsection (c) of this Section 5.01, the Successor Company Person will succeed to, and be substituted for either Borrower or Holdingsfor, as the case such Guarantor under this Indenture and km[` BmYjYflgjzk BmYjYfl]] Yf\ km[` BmYjYflgj oadd YmlgeYla[Yddq Z] j]d]Yk]\ Yf\ \ak[`Yj_]\ ^jge alk gZda_Ylagfk mf\]x x`ak Df\]flmj] Yf\ km[` BmYjYflgjzk BmYjYfl]], Igloal`klYf\af_ l`] foregoing, any Guarantor may be, under the Loan Documents. Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary (other than a Borrower) may consolidate or amalgamate with, merge into or transfer all or part of its properties and assets to Holdings another Guarantor or the Issuer and (b) Holdings any Guarantor may be converted into, or reorganized or reconstituted as a Borrower may merge with an Affiliate limited liability company, limited partnership or corporation organized or existing under the laws of Holdings or a Borrower, as the case may be, solely for the purpose of reincorporating Holdings or such Borrower in a State jurisdiction of the United States so long as the amount of Indebtedness of Holdings and the Restricted Subsidiaries is not increased thereby.Unites States. Section 5.02

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither Holdings nor either Borrower may consolidate, The Company shall not consolidate or merge or amalgamate with or into or wind up into (whether or not Holdings or such Borrower the Company is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactionstransactions to, to any another Person unless (i) Holdings or such Borrower the Company is the surviving corporation or the Person formed by or surviving any such consolidation, consolidation or merger or amalgamation (if other than Holdings the Company) or to which such Borrowersale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction, no Default or Event of Default exists; (iv) the Company or the Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under will, at the laws time of the jurisdiction of organization of Holdings or such Borrower or the laws of the United States, any state thereof or the District of Columbia, or the laws of Canada, any province thereof or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company, if other than the Holdings or such Borrower, expressly assumes all the obligations of the Holdings or such Borrower under the Loan Documents pursuant to an agreement or other documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after such transaction, no Default or Event of Default exists; (iv) immediately transaction after giving pro forma effect to such transaction either (A) the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction would occur would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), thereto as if such transaction had occurred at the beginning of such four the applicable four-quarter period or (B) period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio for Holdings or test set forth in the applicable Borrower, or the Successor Company if Holdings or such Borrower is not the survivor first paragraph of any such consolidation, merger or transfer, would be greater than such Fixed Charge Coverage Ratio for Holdings or such Borrower immediately prior to such transaction; Section 4.12 hereof and (v) each Borrower (as to its Guarantee of the other Borrower) and each Guarantor, if any, unless it is the other party to the transactions described above, in which case clause (b) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s 's obligations under this Indenture and the this Agreement and Guarantee; and (vi) Holdings shall have delivered to the Administrative Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer comply with this AgreementNotes. The Successor Company will succeed to, and be substituted for either Borrower or Holdings, as the case may be, under the Loan Documents. Notwithstanding the foregoing clauses (iii) and clause (iv), ) will not prohibit (a) any Restricted a merger between the Company and a Wholly Owned Subsidiary (other than of a Borrower) may consolidate or amalgamate withWholly Owned Subsidiary of Holdings created for the purpose of holding the Capital Stock of the Company, merge into or transfer all or part of its properties and assets to Holdings and (b) Holdings a merger between the Company and a Wholly Owned Restricted Subsidiary or (c) a Borrower may merge with merger between the Company and an Affiliate of Holdings or a Borrower, as the case may be, incorporated solely for the purpose of reincorporating Holdings or such Borrower the Company in a another State of the United States so long as as, in each case, the amount of Indebtedness of Holdings the Company and the its Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither Holdings nor either The Borrower may consolidateshall not merge, merge consolidate or amalgamate with or into or wind up into (whether or not Holdings or such the Borrower is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Borrower and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless unless: (i) Holdings or such the Borrower is the surviving corporation Person or the Person formed by or surviving any such merger, consolidation, merger amalgamation or amalgamation winding up (if other than Holdings or such the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation corporation, partnership, limited partnership, limited liability company, trust or other entity organized or existing under the laws of the jurisdiction of organization of Holdings or such Borrower or the laws of the United States, any state or territory thereof or the District of Columbia, Columbia (the Borrower or the laws of Canada, any province thereof or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company, Company (if other than the Holdings or such Borrower, ) expressly assumes all of the obligations of the Holdings or such Borrower under this Agreement, the Loan Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement and the applicable Security Documents pursuant to an agreement joinders hereto and to the applicable Security Documents, or other documents or instruments investments in form and substance reasonably satisfactory to the Administrative Agent, the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement, and has provided all documentation and other information required by the Secured Parties under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; (iii) immediately after such transaction, no Default or Event of Default existsshall have occurred and be continuing; (iv) in the case of the Borrower, immediately after giving pro forma effect to such transaction either and any related financing transactions, as if such transactions had occurred at the beginning of the Test Period, either: (A1) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 6.3(a), or (2) the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which after such transaction would occur would have been at least 2.00 be equal to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such transaction had occurred at the beginning of such four quarter period or (B) greater than the Fixed Charge Coverage Ratio for Holdings or of the applicable Borrower, or the Successor Company if Holdings or such Borrower is not the survivor of any such consolidation, merger or transfer, would be greater than such Fixed Charge Coverage Ratio for Holdings or such Borrower immediately prior to such transaction; (v) each Borrower (as to its Guarantee the extent any assets of the other Borrower) and each GuarantorPerson who is merged, unless it is consolidated or amalgamated with or into the other party to the transactions described above, in which case clause (b) Successor Company are assets of the second succeeding paragraph shall apply, shall have confirmed type that its Guarantee shall apply to such Person’s obligations would constitute Collateral under the this Agreement and Guarantee; and (vi) Holdings shall have delivered to Security Documents, the Administrative Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer comply with this Agreement. The Successor Company will succeed to, and take such action as may be substituted for either Borrower or Holdings, as the case may be, under the Loan Documents. Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary (other than a Borrower) may consolidate or amalgamate with, merge into or transfer all or part of its properties and assets to Holdings and (b) Holdings or a Borrower may merge with an Affiliate of Holdings or a Borrower, as the case may be, solely for the purpose of reincorporating Holdings or such Borrower in a State of the United States so long as the amount of Indebtedness of Holdings and the Restricted Subsidiaries is not increased thereby.reasonably

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither Holdings nor either Borrower may consolidate, The Company shall not consolidate with or merge or amalgamate with or into or wind up into (whether or not Holdings or such Borrower the Company is the surviving corporation), or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its properties or assetsRestricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless unless: the resulting, surviving or transferee Person (ithe “Successor Company”) Holdings or such Borrower is the surviving corporation or the Person formed by or surviving any such consolidation, merger or amalgamation (if other than Holdings or such Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation or limited liability company organized or and existing under the laws of the jurisdiction of organization of Holdings or such Borrower or the laws of the United States, any state or territory thereof or the District of Columbia, and if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or the laws of Canada, any province thereof or any territory thereof (existing under such Person, as the case may be, being herein called the “Successor Company”)laws; (ii) the Successor Company, Company (if other than the Holdings or such Borrower, Company) expressly assumes all of the obligations of the Holdings or such Borrower Company under the Loan Notes, this Indenture and the Security Documents pursuant to an agreement a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Administrative AgentTrustee; (iii) immediately after giving effect to such transaction, no Default or Event of Default existsshall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction either (A) and any related financing transactions, as if such transactions had occurred at the Fixed Charge Coverage beginning of the applicable four-quarter period, the Successor Company would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a); or the Consolidated Leverage Ratio for the Successor Company and the its Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction would occur would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such transaction had occurred at the beginning of such four quarter period or (B) the Fixed Charge Coverage Ratio for Holdings or the applicable Borrower, or the Successor Company if Holdings or such Borrower is not the survivor of any such consolidation, merger or transfer, Subsidiaries would be greater better than or equal to such Fixed Charge Coverage Ratio ratio for Holdings or such Borrower the Company and its Restricted Subsidiaries immediately prior to such transaction; each Guarantor (v) each Borrower (as to its Guarantee of the other Borrower) and each Guarantor, unless it is the other party to the transactions described above, in which case clause (bSection 5.01(c)(1) of the second succeeding paragraph shall apply, ) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such PersonSuccessor Company’s obligations under this Indenture, the this Agreement Notes and Guaranteethe Security Documents; and (vi) Holdings the Company shall have delivered to the Administrative Agent Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation winding up or transfer disposition, and such supplemental indenture, if any, comply with this Agreement. The Successor Company will succeed to, and be substituted for either Borrower or Holdings, as the case may be, under the Loan DocumentsIndenture. Notwithstanding the foregoing clauses (iii3) and (iv), (a4) of Section 5.01(a): any Restricted Subsidiary (other than a Borrower) may consolidate or amalgamate with, merge with or into or transfer all or part of its properties and assets to Holdings the Company or any other Restricted Subsidiary; and (b) Holdings or a Borrower the Company may merge with an Affiliate of Holdings or a Borrower, as the case may be, Company solely for the purpose of reincorporating Holdings or such Borrower forming the Company in a State another state or territory of the United States or the District of Columbia, so long as the amount of Indebtedness of Holdings the Company and the its Restricted Subsidiaries is not increased thereby.. The Company shall not permit any Guarantor to consolidate with or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person (other than to the Company or another Guarantor) unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither Holdings nor either Borrower may consolidate, The Company shall not consolidate or merge or amalgamate with or into or wind up into (whether or not Holdings or such Borrower the Company is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactionstransactions to, to any another Person unless (i) Holdings or such Borrower the Company is the surviving corporation or the Person formed by or surviving any such consolidation, consolidation or merger or amalgamation (if other than Holdings the Company) or to which such Borrowersale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction, no Default or Event of Default exists; (iv) the Company or the Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under will, at the laws time of the jurisdiction of organization of Holdings or such Borrower or the laws of the United States, any state thereof or the District of Columbia, or the laws of Canada, any province thereof or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company, if other than the Holdings or such Borrower, expressly assumes all the obligations of the Holdings or such Borrower under the Loan Documents pursuant to an agreement or other documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after such transaction, no Default or Event of Default exists; (iv) immediately transaction after giving pro forma effect to such transaction either (A) the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction would occur would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), thereto as if such transaction had occurred at the beginning of such four the applicable four-quarter period or (B) period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio for Holdings or test set forth in the applicable Borrower, or the Successor Company if Holdings or such Borrower is not the survivor first paragraph of any such consolidation, merger or transfer, would be greater than such Fixed Charge Coverage Ratio for Holdings or such Borrower immediately prior to such transaction; Section 4.12 hereof and (v) each Borrower (as to its Guarantee of the other Borrower) and each Guarantor, if any, unless it is the other party to the transactions described above, in which case clause (b) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s 's obligations under this Indenture and the this Agreement and Guarantee; and (vi) Holdings shall have delivered to the Administrative Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer comply with this AgreementNotes. The Successor Company will succeed to, and be substituted for either Borrower or Holdings, as the case may be, under the Loan Documents. Notwithstanding the foregoing clauses (iii) and clause (iv), ) will not prohibit (a) any Restricted a merger between the Company and a Wholly Owned Subsidiary (other than of a Borrower) may consolidate or amalgamate withWholly Owned Subsidiary of 45 52 Holdings created for the purpose of holding the Capital Stock of the Company, merge into or transfer all or part of its properties and assets to Holdings and (b) Holdings a merger between the Company and a Wholly Owned Restricted Subsidiary or (c) a Borrower may merge with merger between the Company and an Affiliate of Holdings or a Borrower, as the case may be, incorporated solely for the purpose of reincorporating Holdings or such Borrower the Company in a another State of the United States so long as as, in each case, the amount of Indebtedness of Holdings the Company and the its Restricted Subsidiaries is not increased thereby.