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

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless (a)(i) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company assumes all the obligations of the Company under the Notes and this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, (c) immediately after such transaction no Default or Event of Default exists and (d) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) hereof.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company 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 shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter periodthereto, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in first paragraph of Section 8.4(a) hereof512, if such covenant is then applicable.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company supplemental indentures in connection therewith, in each case in a form forms reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of incorporating the Company or reincorporating the Company in another jurisdiction, the Company or the Successor Company entity or Person formed by or surviving any such consolidation or merger (i) will have Consolidated Net Worth immediately after the transaction equal to or greater if other than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable fourFour-quarter periodQuarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09. The Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a merger, sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company is permitted to reorganize as a corporation in accordance with the procedures established in this Indenture (and AC Capital Corp. may thereafter liquidate); provided that the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that such reorganization (and, if applicable, liquidation of AC Capital Corp.) hereofis not adverse to holders of the Notes from a U.S. federal tax standpoint (it being recognized that such reorganization shall not be deemed adverse to the holders of the Notes solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or (ii) the successor or surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of the Code or any similar state or local law) and certain other conditions are satisfied.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporationentity), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to, to any other another Person unless (a)(ia) the Company is the surviving corporation or (ii) the entity Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) the Successor Company 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 shall have been made assumes all the obligations of the Company under the Notes and this Agreement Company, pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, under the Notes and this Indenture; (c) immediately after such transaction no Default or Event of Default exists exists; and (d) the Company or the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (i) will shall have Consolidated Net Worth immediately after the transaction equal (but prior to any purchase accounting adjustments or greater accrual of deferred tax liabilities resulting from the transaction) not less than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) willwould, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Indebtedness to Cash Flow Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) hereof4.09.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Senior Registration Rights Agreement, the Senior Notes and this Agreement Senior Note Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Senior Note Trustee; (ciii) immediately before and after such transaction no Default or Event of Default exists shall have occurred; and (div) except in the case of a merger of the Company with or into a Subsidiary, the Company or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company entity or Person formed by or surviving any such consolidation or merger (i) will have Consolidated Net Worth immediately after the transaction equal to or greater if other than the Consolidated Net Worth of the Company Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made would, immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, not be permitted to incur at least $1.00 of additional Indebtedness pursuant to the less than such Fixed Charge Coverage Ratio for the Company and Debt Ratio tests set forth its Restricted Subsidiaries immediately prior to such transaction. The Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 8.4(a) hereof5.01 will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless unless: (a)(ii) the Company is shall be the surviving corporation or (ii) the entity continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which the Company is merged or that acquired or leased such sale, assignment, transfer, lease, conveyance or other disposition property and assets of the Company shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is be a corporation organized or and validly existing under the laws of the United StatesStates of America or any jurisdiction thereof and shall expressly assume, any state thereof or by a supplemental indenture, executed and delivered to the District Trustee, all of Columbia, (b) the Successor Company assumes all the obligations of the Company on all of the Securities and under the Notes and this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, Indenture; (cii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists shall have occurred and be continuing; (diii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the Successor Company (i) will successor obligor of the Securities shall have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and prior to such transaction; (iiiv) will, at the time of immediately after giving effect to such transaction and after giving on a pro forma effect thereto as if such transaction had occurred at basis the beginning Company, or any Person becoming the successor obligor of the applicable four-quarter periodSecurities, be permitted to could incur at least $1.00 of additional Indebtedness pursuant under the first paragraph of Section 5.09; PROVIDED that this clause (iv) shall not apply to the Fixed Charge Coverage Ratio merger of a corporation, the sole material asset of which consists of Common Stock of the Company (and Debt Ratio tests set forth options, warrants or other rights to purchase or acquire such Common Stock), into the Company, if (a) the Chief Executive Officer of the Company delivers to the Trustee a certificate on behalf of the Company, in Section 8.4(athe form attached hereto as Schedule III, to the effect that to his best knowledge there are no liabilities, contingent or otherwise, of such corporation and (b) hereofthe only consideration received by the stockholders of such corporation in connection with such merger consists of Common Stock of the Company (and options, warrants other rights to purchase or acquire such Common Stock), in the aggregate in an amount not to exceed the amount thereof held by such corporation immediately prior to such merger; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) 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; PROVIDED, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Company; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactionstransactions to, to any other Person another Person, unless (a)(ii) either: (A) the Company is the surviving corporation corporation; or (iiB) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of ColumbiaColumbia (any such Person, the “Successor Company”); (bii) the any Successor Company assumes all the obligations of the Company under the Notes Notes, this Indenture and this Agreement pursuant an amendment or supplement to this the Registration Rights Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) (A) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after shall, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof or (B) hereofthe Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such merger, consolidation or merger sale of assets (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Successor Company entity or Person formed by or surviving any such merger, consolidation or sale of assets (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor Company entity or Person formed by or surviving any such merger, consolidation or sale of assets (iif other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company Holdings shall not consolidate or merge with or into (whether or not the Company Holdings is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ii) the Company Holdings is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company entity or Person formed by or surviving any such consolidation or merger (if other than Holdings) or the entity or Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company Holdings under the Notes Registration Rights Agreement, the Debentures and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company supplemental indentures in connection therewith, in each case in a form forms reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the Company case of a merger of Holdings with or into a Wholly Owned Restricted Subsidiary of Holdings and except in the case of a merger entered into solely for the purpose of incorporating Holdings or reincorporating Holdings in another jurisdiction, Holdings or the Successor Company entity or Person formed by or surviving any such consolidation or merger (i) will if other than Holdings), or to which such sale, assignment, transfer, conveyance or other disposition shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable fourFour-quarter periodQuarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09. Holdings shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this covenant will not be applicable to a merger, sale, assignment, transfer, conveyance or other disposition of assets between or among Holdings and any of its Restricted Subsidiaries. Notwithstanding the foregoing, Holdings is permitted to reorganize as a corporation in accordance with the procedures established in this Indenture (and AC Holdings Corp. may thereafter liquidate); provided that Holdings shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that such reorganization (and, if applicable, liquidation of AC Holdings Corp.) hereofis not adverse to holders of the Debentures from a U.S. federal tax standpoint (it being recognized that such reorganization shall not be deemed adverse to the holders of the Debentures solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or (ii) the successor or surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of the Code or any similar state or local law) and certain other conditions are satisfied.

Merger, Consolidation or Sale of Assets. The Neither the Company nor any Guarantor shall not consolidate or merge with or into (whether or not the Company or such Guarantor, as the case may be, is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ii) the Company or such Guarantor, as the case may be, is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor entity or Person formed by or surviving any such consolidation or merger (if other than the Company or such Guarantor) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company or such Guarantor, as the case may be, under the Notes or such Guarantor's Note Guarantee thereof and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company or a Guarantor with or into the Successor Company or a Wholly Owned Restricted Subsidiary of the Company, the Company, such Guarantor or the entity or Person formed by or surviving any such consolidation or merger (iif other than the Company or such Guarantor), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (a) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth worth of the Company immediately preceding the transaction and (iib) will, at the time of such transaction and after giving pro forma effect thereto (including pro forma expense and cost reductions) as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other another Person unless (a)(ii) either (a) the Company is the surviving corporation corporation; or (iib) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia (or if such entity is not a corporation existing under the laws of the United States, any state of the United States or the District of Columbia, a co-obligor of the Notes is a corporation organized or existing under any such laws); (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture and this the Registration Rights Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form agreements reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, either the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof or the Fixed Charge Coverage Ratio of the Company or the surviving Person, as applicable, or of the Person to which such sale, assignment, transfer, conveyance or other disposition has been made, would not be less than the Fixed Charge Coverage Ratio of the Company immediately prior to the transaction; and (v) hereofthe Company shall deliver, or cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of this Indenture, and an opinion of counsel stating that the Notes, this Indenture and Subsidiary Guarantees, as applicable, constitute valid and binding obligations of the Company and the Guarantors, subject to customary exceptions. In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Notwithstanding the preceding clause (iv), (a) any Restricted Subsidiary of the Company may consolidate with, merge into or sell, assign, transfer or convey all or part of its properties and assets to the Company and (b) the Company may merge with an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the jurisdiction of organization of the Company to another state of the United States so long as the amount of the Company’s Indebtedness and the Indebtedness of the Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to, to any other another Person unless (a)(ia) the Company is the surviving corporation or (ii) the entity survivor or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (c) immediately after such transaction no Default or Event of Default exists and exists, (d) except in the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto to the transaction as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to either (1) the Successor Company may incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof, or (2) the Consolidated Interest Coverage Ratio of the Successor Company is no less than the Consolidated Coverage Ratio of the Company immediately before such transaction; provided, however, that this clause (d) shall no longer be effective if the Terminated Covenants terminate as provided in Section 4.19 hereof; (e) if the Company is not the Successor Company in such transaction, each Guarantor (unless it is the Successor Company, in which case clause (b) above will apply) confirms by supplemental indenture in a form reasonably satisfactory to the Trustee that its Subsidiary Guarantee will apply to the Successor Company’s obligations in respect of this Indenture and the Notes and that its Subsidiary Guarantee will continue to be in effect; and (f) the Company or the Successor Company (if it is not the Company) delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and such supplemental indenture, if any, comply with this Indenture.

Merger, Consolidation or Sale of Assets. The Company Anvil shall not not, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not the Company Anvil is the surviving corporation), or directly and/or indirectly through its Restricted Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company determined on a consolidated basis for Anvil and its Restricted Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ii) the Company Anvil is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyAnvil) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company entity or Person formed by or surviving any such consolidation or merger (if other than Anvil) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Anvil, under the Senior Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) the Company Anvil or the Successor Company entity or Person formed by or surviving any such consolidation or merger (iif other than Anvil), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company Anvil immediately preceding the transaction and (iiB) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.10; and (v) hereofAnvil shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters; provided, however, that the requirement set forth in clause (iv) above shall not apply to a merger between Anvil and any Wholly Owned Subsidiary or to any merger between Wholly Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) except in the case of a merger or consolidation of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the entity or Person formed by or surviving any such consolidation or merger (bif other than the Company) or the Successor Company entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Agreement the Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger or consolidation of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company entity or Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactionstransactions to, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia, (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition will have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case agreements in a form reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) the Company or the Successor Company Person formed by or surviving any such consolidation or merger (i) will if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction transaction. In addition, the Company will not lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 will not be applicable to a consolidation, merger, sale, assignment, transfer, conveyance or other disposition of properties or assets between or among (i) the Company and its Wholly Owned Restricted Subsidiaries or (ii) will, at the time of such transaction Company and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) hereofHoldings.

Merger, Consolidation or Sale of Assets. (a) The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a whole or assets, in one or more related transactions, to any other another Person unless unless: (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes Registration Rights Agreement, the Notes, and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists (or an event that, with the passing of time or giving of notice or both, would constitute an Event of Default) shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; and (div) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Successor Indenture. The Company (i) shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this covenant will have Consolidated Net Worth immediately after the transaction equal not be applicable to a sale, assignment, transfer, conveyance or greater than the Consolidated Net Worth other disposition of assets solely between or among the Company immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) hereofits Wholly Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a whole or assets, in one or more related transactions, to any other another Person unless unless: (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, or Bermuda; (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form and substance reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to either clause (i) or (ii) of the Fixed Charge Coverage Ratio first paragraph Section 4.09 hereof. The Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this covenant will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and Debt Ratio tests set forth in Section 8.4(a) hereofits Wholly Owned Restricted Subsidiaries and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Senior Subordinated Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Guarantor, the Company or Person formed by or surviving any such consolidation or merger (if other than the Successor Company Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (iA) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09; and (v) hereofthe Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and such supplemental indenture complies with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not and will not permit any of its Subsidiaries to consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey convey, transfer or otherwise dispose of (a "transfer") all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person unless: (i) the Company or such Subsidiary, as the case may be, shall be the continuing Person, or the Person (if other than the Company or such Subsidiary) formed by such consolidation or into which the Company or such Subsidiary, as the case may be, is merged or to which the properties and assets of the Company and its Subsidiaries taken or such Subsidiary, as a whole in one or more related transactionsthe case may be, to any other Person unless (a)(i) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition are transferred shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is be a corporation organized or and existing under the laws of the United States, States or any state State thereof or the District of ColumbiaColumbia and shall expressly assume, (b) by a supplemental indenture, executed and delivered to the Successor Company assumes Trustee, in form satisfactory to the Trustee, all of the obligations of the Company or such Subsidiary, as the case may be, under the Senior Notes and this Agreement pursuant an amendment or supplement to Indenture, and the obligations under this Agreement Indenture shall remain in full force and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, effect; (cii) immediately before and immediately after giving effect to such transaction transaction, no Default or Event of Default exists shall have occurred and be continuing; and (diii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.6 hereof; and (iv) immediately thereafter, the Successor Company (i) will Company, such Subsidiary or the other surviving entity, as the case may be, shall have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company or such Subsidiary, as the case may be, immediately preceding the transaction and (ii) will, at the time of prior to such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) hereoftransaction.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporationentity), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to by which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or and existing under the laws of the United States, any state thereof hereof or the District of Columbia; (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Consolidated Net Worth of the Company or the surviving entity, as the case may be, is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; (biii) the Successor Company 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 Agreement the Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company a supplemental indenture in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, Trustee; (civ) immediately after such transaction transaction, no Default or Event of Default exists exists; and (dv) the Company or the Successor Company (i) Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof. The foregoing will not prohibit a consolidation or merger between the Company and a Wholly Owned Restricted Subsidiary, the transfer of all or substantially all of the properties or assets of the Company to a Wholly Owned Restricted Subsidiary or the transfer of all or substantially all of the properties or assets of a Wholly Owned Restricted Subsidiary to the Company; provided that if the Company is not the surviving entity of such transaction or to the Person to which such transfer is made, the surviving entity or the Person to which such transfer is made shall comply with clause (iii) hereofof this paragraph.

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person another Person, unless (a)(ii) the Company is the resulting, transferee or surviving corporation or (ii) the entity Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations and covenants of the Company under the Notes and this Agreement the Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately before and after such transaction no Default or Event of Default exists shall have occurred and be continuing; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to whom such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporationentity), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes Registration Rights Agreement, the Senior Secured Discount Notes, the Pledge Agreement and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case supplemental agreements in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company entity or Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) hereof4.09.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactionstransactions to, to any other another Person unless (a)(ii) either the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of ColumbiaColumbia (any such Person, the "Successor Company"), (bii) the Successor Company assumes all the obligations of the Company under the Notes Notes, this Indenture and this the Registration Rights Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form agreements reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction no Default or Event of Default exists and (div) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after shall, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof. The foregoing clause (iv) hereofshall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless unless: (a)(ii) the Company is shall be the surviving corporation or (ii) the entity continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which the Company is merged or that acquired or leased such sale, assignment, transfer, lease, conveyance or other disposition property and assets of the Company shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is be a corporation organized or and validly existing under the laws of the United States, States of America or any state or jurisdiction thereof or and shall expressly assume, by a supplemental indenture, executed and delivered to the District Trustee, all of Columbia, (b) the Successor Company assumes all the obligations of the Company under on all of the Notes and under this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, Indenture; (cii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists shall have occurred and be continuing; (diii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the Successor Company (i) will successor obligor of the Notes shall have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and prior to such transaction; (iiiv) will, at the time of immediately after giving effect to such transaction and after giving on a pro forma effect thereto as if such transaction had occurred at basis the beginning Company, or any Person becoming the successor obligor of the applicable four-quarter periodNotes, be permitted to incur as the case may be, could Incur at least $1.00 of additional Indebtedness pursuant under the first paragraph of Section 4.07(a); provided that this clause (iv) shall not apply to a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company or any Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would, if Incurred at such time, have been permitted to be Incurred (and all such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Restricted Subsidiaries outstanding immediately prior to the Fixed Charge Coverage Ratio transaction, shall be deemed to have been Incurred) for all purposes of this Indenture; and Debt Ratio tests set forth (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in Section 8.4(aeach case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) hereofand (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Company and that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactionstransactions to, to any other another Person unless unless: (a)(iA) either (1) the Company is the surviving corporation or (ii2) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bB) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under its Indebtedness, including the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case agreements in a form reasonably satisfactory to the Required Holders, Trustee; (cC) immediately after such transaction transaction, no Default or Event of Default exists exists; and (dD) the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made: (1) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction transaction; and (ii2) willshall, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable foursix-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a whole or assets, in one or more related transactions, to any other Person another Person, unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction no Default or Event of Default exists and exists, (div) except in the case of the amalgamation, consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary or with or into any Person solely for the purpose of effecting a change in the state of incorporation of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (i) will have Consolidated Net Worth immediately after the transaction equal to or greater if other than the Consolidated Net Worth of Company) shall, on the Company immediately preceding the transaction and (ii) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Expense Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof, and (v) hereofthe Company shall have delivered to the Trustee an Officer's Certificate stating that such consolidation, merger, sale, assignment, transfer, conveyance or other disposition complies with this Indenture. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets by the Company to any of its Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The So long as the Senior Notes are outstanding, the Company shall not may not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and its assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ii) the Company is the corporation formed by such consolidation or surviving corporation or (ii) the entity in such merger or the Person formed that acquires by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made disposition, or that leases, such assets (in each such case, the entity or Person described in this clause (ii"SUCCESSOR ENTITY"), the “Successor Company”) is a corporation organized or and existing under the laws of the United States, any state State thereof or the District of Columbia, (b) Columbia and expressly assumes the Successor Company assumes all the Company's obligations of the Company under the Notes Indenture and this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, Notes; (cii) immediately before and after such transaction no Default or Event of Default exists exists; and (diii) the Company Successor Entity (or the Successor Company, in the case of a consolidation or merger in which the Company is the surviving entity) (iA) will have has Consolidated Net Worth immediately after the transaction (but prior to any revaluation or recalculation of Consolidated Net Worth as of the date of the transaction relating to a carry-over basis (if any) of the assets acquired in the transaction (as determined in accordance with GAAP)) equal to or greater than the Consolidated Net Worth of the Company immediately preceding prior to the transaction and (iiB) will, at the time of such transaction and after giving pro forma PRO FORMA effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the have a Fixed Charge Coverage Ratio and Debt Ratio tests of not less than 1.75 to 1 (calculated pursuant to Section 4.09 above); PROVIDED that the limitations set forth in Section 8.4(athis clause (iii) hereofshall not apply following the Investment Grade Date or to any merger or consolidation of the Company with or into a Restricted Subsidiary and PROVIDED FURTHER, that the limitations set forth above shall not apply to the sale or disposition by the Company of the Generating Assets or the Oswego Plant (it being understood and agreed that the acquiror or transferee of such assets shall not qualify as a Successor Entity on the basis of having acquired all or substantially all of the Company's assets for purposes of this Article 5).

Merger, Consolidation or Sale of Assets. The If the Company shall not shall, directly or indirectly, (i) merge or consolidate or merge with or into another corporation (whether other than a merger or not reorganization involving only a change in the state of incorporation of the Company is or the surviving corporationacquisition by the Company of other businesses where the Company survives as a going concern), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of (ii) sell all or substantially all of the properties and Company’s capital stock or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person, (iii) allow another Person unless to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of either the outstanding shares of Common Stock (a)(i) not including any shares of Common Stock held by the Company is Person or Persons making or party to, or associated or affiliated with the surviving corporation Persons making or party to, such purchase, tender or exchange offer), or (iiiv) the entity consummate a stock purchase agreement or the other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person formed by or surviving any whereby such consolidation or merger (if other Person acquires more than the Company) or to which such sale, assignment, transfer, lease, conveyance 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other disposition shall have been made Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination) (the entity or Person described in this clause (iieach a “Fundamental Transaction”), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, then (bi) the Successor Company assumes Entity shall assume in writing all of the obligations of the Company under the Notes this Warrant pursuant to written agreements in form and this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably substance satisfactory to the Required HoldersHolder and approved by the Holder prior to such Fundamental Transaction, (c) immediately after including agreements to deliver to the Holder in exchange for such transaction no Default or Event Warrants a security of Default exists and (d) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, an adjusted exercise price equal to or greater than the Consolidated Net Worth value for the shares of Common Stock reflected by the Company immediately preceding terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock equivalent to the transaction shares of Common Stock issuable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and satisfactory to the Holder and (ii) willprovision shall be made so that the Holder shall thereafter be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the merger, consolidation or sale, to which the Holder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto. In any such case, appropriate adjustment (as reasonably determined by the Company’s Board of Directors) shall be made in the application of the provisions of this Section 2.3 (including provisions with respect to adjustment of the Base Price), as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. Notwithstanding the foregoing, in the event of a Fundamental Transaction, at the time request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or the Successor Entity) shall purchase this Warrant from the Holder by paying to the Holder, within five (5) business days after such request (or, if later, on the effective date of the Fundamental Transaction), cash in an amount equal to the value of the remaining unexercised portion of this Warrant on the date of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning Fundamental Transaction, which value shall be determined by use of the applicable fourBlack-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) hereofScholes option pricing model.

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person (other than the merger or transfer of assets of a Wholly-Owned Restricted Subsidiary of the Company into another Wholly-Owned Restricted Subsidiary of the Company or into the Company) unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless (a)(i) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition are transferred shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is be a corporation organized or and existing under the laws of the United States, States or any state State thereof or the District of ColumbiaColumbia and shall expressly assume, (b) by a supplemental indenture, executed and delivered to the Successor Company assumes Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Agreement pursuant an amendment or supplement to Indenture, and the obligations under this Agreement Indenture shall remain in full force and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, effect; (cii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default exists (and no event that, after notice or lapse of time, or both, would become an Event of Default) shall have occurred and be continuing, and (diii) immediately after giving effect to such transaction on a pro forma basis the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to Person could incur at least $1.00 of additional Indebtedness pursuant (other than Permitted Indebtedness) under Section 4.10, and immediately after such transaction, the Company or the surviving Person holds all material permits, licenses, certifications or approvals required for operation of the business of the Company as the same is conducted prior to such transaction and immediately thereafter. In connection with any consolidation, merger or transfer of assets contemplated by this section, the Company shall deliver, or cause to be delivered, to the Fixed Charge Coverage Ratio Trustee, in form and Debt Ratio tests set forth substance reasonably satisfactory to the Trustee, an Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and the supplemental indenture in Section 8.4(a) hereofrespect thereto comply with this provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless unless: (a)(ii) the Company is shall be the surviving corporation or (ii) the entity continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which the Company is merged or that acquired or leased such sale, assignment, transfer, lease, conveyance or other disposition property and assets of the Company shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is be a corporation organized or and validly existing under the laws of the United States, States of America or any state or jurisdiction thereof or and shall expressly assume, by a supplemental indenture, executed and delivered to the District Trustee, all of Columbia, (b) the Successor Company assumes all the obligations of the Company under on all of the Notes and under this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, Indenture; (cii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists and exists; (diii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the Successor Company (i) will successor obligor of the Notes shall have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and prior to such transaction; (iiiv) will, at the time of immediately after giving effect to such transaction and after giving on a pro forma effect thereto basis as if such the transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of additional Indebtedness pursuant under the first paragraph of Section 4.07(a); and (v) the Company delivers to the Fixed Charge Coverage Ratio Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and Debt Ratio tests set forth (iv)) and Opinion of Counsel, in Section 8.4(aeach 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. Notwithstanding the foregoing clause (iii), (a) hereofany Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company, and (b) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. The Company shall not may not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a Supplemental Indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (a) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iib) willshall, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transaction as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in Section 8.4(a4.09(a) hereof. The Company also may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Wholly Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Collateral Agreements, Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately prior to and after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company and the Merger, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (i) will have Consolidated Net Worth immediately after the transaction equal to or greater if other than the Consolidated Net Worth of the Company Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made shall, immediately preceding the transaction prior to and (ii) will, at the time of after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in clause (a) of the first paragraph of Section 8.4(a) 4.09 hereof. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Wholly Owned Subsidiaries or any of the Guarantors.

Merger, Consolidation or Sale of Assets. (a) The Company shall Borrower may not consolidate or merge with or into (whether or not the Company Borrower is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ii) the Company Borrower is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company entity or Person formed by or surviving any such consolidation or merger (if other than the Borrower) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations Obligations of the Company Borrower under the Notes and this Agreement pursuant to an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, Administrative Agent; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the Company case of a merger of the Borrower with or into a Wholly Owned Restricted Subsidiary of the Borrower, the Borrower or the Successor Company entity or Person formed by or surviving any such consolidation or merger (i) will have Consolidated Net Worth immediately after the transaction equal to or greater if other than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) willBorrower), at the time of or to which such transaction and sale, assignment, transfer, lease, conveyance or other disposition shall have been made, after giving pro forma effect thereto to such transaction as if such transaction had occurred at the beginning of the applicable four-quarter period, most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such transaction either (A) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.7 or (B) hereofwould have a pro forma Fixed Charge Coverage Ratio that is greater than the actual Fixed Charge Coverage Ratio for the same four-quarter period without giving pro forma effect to such transaction.

Merger, Consolidation or Sale of Assets. The Company shall not and shall not permit any of its Restricted Subsidiaries to consolidate or merge with or into (whether or not the Company or such Restricted Subsidiary is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity, unless (a)(ii) the Company or such Restricted Subsidiary is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Restricted Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor entity or Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company entity or Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (a) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iib) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable fourtwo-quarter periodMeasurement Period, be permitted to incur at least $1.00 of additional Indebtedness Debt pursuant to the Fixed Charge Coverage Debt to Annualized Cash Flow Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof or any other Person which (x) hereofassumes or guarantees the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (y) would, as a result of the applicable transaction, properly classify the Company or such Restricted Subsidiary as a consolidated subsidiary in accordance with GAAP and (C) would, if the conditions set forth in clauses (a) and (b) above were tested substituting such Person for the Company, satisfy such conditions.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey convey, transfer or otherwise dispose of (a "transfer") all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred shall be a corporation organized and its Subsidiaries taken as existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by a whole supplemental indenture, executed and delivered to the Trustee, in one or more related transactionsform reasonably satisfactory to the Trustee, to any other Person unless (a)(i) all of the obligations of the Company is under the surviving corporation or Notes and this Indenture, and the obligations under this Indenture shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) except in the entity case of a merger or consolidation of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause a) immediately after giving effect to such transaction on a pro forma basis could incur at least $1.00 of additional Indebtedness (ii), the “Successor Company”other than Permitted Indebtedness) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, covenant set forth under Section 4.06 and (b) the Successor Company assumes all the obligations of the Company under the Notes and this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in immediately thereafter shall have a form reasonably satisfactory to the Required Holders, (c) immediately after such transaction no Default or Event of Default exists and (d) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of prior to such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) hereoftransaction.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ia) either: (i) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all of the obligations of the Company under the Notes Notes, this Indenture and this the Registration Rights Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form agreements reasonably satisfactory to the Required HoldersTrustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Restricted Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (i) will have Consolidated Net Worth immediately after the transaction equal to or greater if other than the Consolidated Net Worth of Company), or the Company immediately preceding the transaction and (ii) Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Coverage Ratio and Debt Ratio tests test set forth in Section 8.4(a4.09 hereof. In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, (i) hereofan Officers' Certificate stating that such consolidation, merger or disposition and agreements in respect thereto comply with this provision and that all conditions precedent in this Indenture provided for relating to such transaction or transactions have been complied with and (ii) an Opinion of Counsel stating that the requirements of Section 5.01(a) and (b) have been satisfied. Notwithstanding the foregoing, each of Frontier Oil Corporation and Frontier Escrow Corporation may consummate the Escrow Corp. Merger, the Merger and related transactions without compliance with this Article 5.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactionstransactions to, to any other Person another Person, unless (a)(ii) either (A) the Company is the surviving corporation or (iiB) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of ColumbiaColumbia (any such Person, the “Successor Company”), (bii) the Successor Company assumes all the obligations of the Company under the Notes Notes, this Indenture and this the Registration Rights Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form agreements reasonably satisfactory to the Required Holders, Trustee and (ciii) immediately after such transaction no Default or Event of Default exists exists, and (div) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after shall, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof. The foregoing clause (iv) hereofshall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not will not, directly or indirectly, consolidate with or merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sellconvey, assign, transfer, transfer or lease, convey in one transaction or otherwise dispose a series of transactions, directly or indirectly, all or substantially all of the properties and its assets of the Company and its Subsidiaries taken as a whole in one or more related transactionsto, to any other Person unless Person, unless: (a)(ii) the Company is the resulting, surviving corporation or transferee Person (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is shall be the Company or a corporation organized or existing under the laws of the United StatesStates of America, any state State thereof or the District of Columbia, Columbia or the laws of any member state of the European Union; (bii) the Successor Company assumes (if not the Company) shall expressly assume by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes Notes, this Indenture, all Security Documents and, if then in effect, the Registration Rights Agreement, pursuant to a supplemental indenture and this Agreement pursuant an amendment or supplement to this Agreement other appropriate documentation in form and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form substance reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists and (d) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of such transaction before and after giving pro forma effect thereto to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iv) except in the case of a merger or consolidation of the Company with or into a Restricted Subsidiary, or the Company transferring all or substantially all of its properties and assets to a Restricted Subsidiary, the Successor Company will, (A) immediately after giving pro forma effect to such transaction as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Coverage Ratio and Debt Ratio tests test set forth in Section 8.4(a4.07(a) hereofhereof and (B) the Consolidated Net Worth of the Company, calculated on a pro forma basis immediately after the transaction, will be equal to or greater than its Consolidated Net Worth determined immediately prior to the transaction; and (v) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture and other appropriate documentation (if any) comply with this Indenture and all Security Documents and that all necessary actions have been taken to preserve the priority and perfection of the Liens of all Security Documents.

Merger, Consolidation or Sale of Assets. (a) The Company shall Borrower will not, and will not permit any Subsidiary to, consolidate or merge with or into any other person (whether or not the Company Borrower is the surviving corporationperson), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one transaction or more related in a series of transactions, to any other Person unless (a)(ii) the Company Borrower or such Subsidiary is the surviving corporation or (ii) the entity person, or the Person person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower or such Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a limited partnership (or, in the case of a consolidation or merger of a Subsidiary, a corporation or limited liability company) organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company person formed by or surviving any such consolidation or merger (if other than the Borrower or such Subsidiary) or the person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations Obligations of the Company under Borrower or such Subsidiary (and in the Notes and this Agreement pursuant an amendment case of a transaction or supplement to this Agreement and each series of transactions whereby the Borrower consolidates or merges with or into any other instrumentperson, document or agreement entered into by the Company sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties or assets in connection therewith, in each case one transaction or in a form reasonably satisfactory series of transactions, shall be deemed to be the Required Holders, "Borrower" for the purposes of the definition of the term "Change of Control" ); and (ciii) immediately after such transaction no Default or Event of Default exists and (d) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) hereofexists.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a whole or assets, in one or more related transactions, to any other Person another Person, unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form agreements reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction no Default or Event of Default exists and exists, (div) except in the case of the amalgamation, consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary or with or into any Person solely for the purpose of effecting a change in the state of incorporation of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (i) will have Consolidated Net Worth immediately after the transaction equal to or greater if other than the Consolidated Net Worth of Company) shall, on the Company immediately preceding the transaction and (ii) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Expense Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof, and (v) hereofthe Company shall have delivered to the Trustee an Officer's Certificate stating that such consolidation, merger, sale, assignment, transfer, conveyance or other disposition complies with this Indenture. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets by the Company to any of its Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into any other Person (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries permit any other Person to consolidate or merge with or into the Company, nor will the Company sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and its assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to another corporation, to any other Person unless or entity unless: (a)(ii) the Company is shall be the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii"Surviving Entity"), the “Successor Company”) is a corporation organized or and existing under the laws of the United States, any state thereof thereof, or the District of Columbia, ; (bii) the Successor Company Surviving Entity, if any, assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company under the Notes and this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, Indenture; (ciii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists shall have occurred and be continuing; (div) immediately after giving effect to such transaction, the Consolidated Net Worth of the Company or the Successor Company (i) will have Consolidated Net Worth immediately after Surviving Entity, as the transaction case may be, would be at least equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and prior to such transaction; (iiv) will, at the time of immediately after giving effect to such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, the Company or the Surviving Entity, as the case may be, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Consolidated Cash Flow Ratio and Debt Ratio tests test set forth in Section 8.4(a4.9 hereof; and (vi) hereofin the case of a transfer of assets, the Surviving Entity has acquired all or substantially all of the assets of the Company as an entirety. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate of the Company to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. SECTION 5.2.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a whole or assets, in one or more related transactions, to any other another Person unless unless: (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, or Bermuda; (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form and substance reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to either clause (i) or (ii) of the Fixed Charge Coverage Ratio first paragraph Section 4.09 hereof. The Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and Debt Ratio tests set forth in Section 8.4(a) hereofits Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporationentity), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company 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 shall have been made assumes all the obligations of the Company under the Notes and this Registration Agreement pursuant an amendment or supplement to , the Warrant Agreement, the Pledge Agreement, this Agreement and each the other instrument, document or agreement entered into by the Company in connection therewith, in each case Guarantee Documents pursuant to supplemental agreements in a form reasonably satisfactory to Collateral Agent and the Required Majority Holders, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) hereof4.09.

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to any Person or permit any Person to merge with or into the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless unless: (a)(ii) the Company is shall be the surviving corporation or (ii) the entity continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which the Company is merged or that acquired or leased such sale, assignment, transfer, lease, conveyance or other disposition property and assets of the Company shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is be a corporation organized or and validly existing under the laws of the United StatesStates of America or any jurisdiction thereof and shall expressly assume, any state thereof or by a supplemental indenture, executed and delivered to the District Trustee, all of Columbia, (b) the Successor Company assumes all the obligations of the Company under on all of the Notes and this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by under the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, Indenture; (cii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists shall have occurred and be continuing; (diii) immediately after giving effect to such transaction on a PRO FORMA basis, the Company or any Person becoming the Successor Company (i) will successor obligor of the Notes shall have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and prior to such transaction; (iiiv) will, at the time of immediately after giving effect to such transaction and after giving pro forma effect thereto as if such transaction had occurred at on a PRO FORMA basis the beginning Company, or any Person becoming the successor obligor of the applicable four-quarter periodNotes, be permitted to incur as the case may be, could Incur at least $1.00 of additional Indebtedness under the first paragraph of Section 4.07; PROVIDED that this clause (iv) shall not apply to a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company or any Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would have been permitted (and all such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Restricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to have been Incurred) for all purposes of the Indenture; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and opinion of counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been compiled with; PROVIDED, HOWEVER, that: (A) clauses (iii) and (iv) above will not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a resolution of the Board of Directors, the principal purpose of such transaction is to change the state of incorporation of the Company and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations; and (B) this Section 5.01 shall not apply to property and assets the Company sells pursuant to Section 4.16 hereof. In addition, the Fixed Charge Coverage Ratio Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and Debt Ratio tests set forth in Section 8.4(a) hereofany of the Subsidiary Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person unless another Person; unless: (a)(ii) either: (a) the Company is the surviving corporation corporation; or (iib) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes Notes, this Indenture and this the Registration Rights Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made: (a) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction transaction; and (iib) willshall, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Annualized Operating Cash Flow Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) hereof4.09 herein. The sale of the Company's PCS business shall be deemed a sale of substantially all of the assets of the Company for purposes of the provisions of this Section 5.01. In addition, the Company, Unwired Telecom Corp. and Louisiana Unwired, LLC may not, directly or indirectly, lease all or substantially all of their properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, under the Notes and this Indenture; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) the Company or the Successor Company any Person formed by or surviving any such consolidation or merger, or to which such sale. assignment, transfer, lease, conveyance or other disposition shall have been made (iA) will shall have Consolidated Net Worth (immediately after the transaction transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in Section 8.4(a) 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, transactions to any other another Person unless (a)(ia) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such that sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which that sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (c) immediately after such that transaction no Default or Event of Default exists exists; and (d) the Company or the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company), or to which that sale, assignment, transfer, conveyance or other disposition shall have been made (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto to such transaction as if such that transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof or (ii) hereofwould, together with its Restricted Subsidiaries, have a higher Fixed Charge Coverage Ratio immediately after that transaction (after giving pro forma effect thereto as if that transaction had occurred at the beginning of the applicable four-quarter period) than the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to that transaction. The foregoing clause (d) will not prohibit (i) a merger between the Company and a Wholly Owned Subsidiary of Parent created for the purpose of holding the Capital Stock of the Company; (ii) a merger between the Company and a Wholly Owned Restricted Subsidiary; or (iii) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the United States so long as, in each case, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. The Company will not lease all or substantially all of its assets to any Person.

Merger, Consolidation or Sale of Assets. The Neither the Company shall not nor any Restricted Subsidiary may consolidate or merge with or into (whether or not the Company or such Restricted Subsidiary, as the case may be, is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ii) the Company or such Restricted Subsidiary, as the case may be, is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Restricted Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor entity or Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company or such Restricted Subsidiary, as the case may be, under the Notes or such Restricted Subsidiary's Guarantee thereof and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company entity or Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (a) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iib) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof.

Merger, Consolidation or Sale of Assets. (a) The Company shall not consolidate with or merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sellconvey, assign, transfer, transfer or lease, convey in one transaction or otherwise dispose a series of transactions, all or substantially all of the properties and its assets of the Company and its Subsidiaries taken as a whole in one or more related transactionsto, to any other Person Person, unless (a)(ii) the Company is or the Parent Guarantor shall be the resulting, surviving or transferee corporation or (the "Successor Company"), (ii) the entity or the Person formed by or surviving any such consolidation or merger Successor Company (if other than not the Company) or shall expressly assume by a supplemental indenture, in a form acceptable to which such salethe Trustee, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company assumes all the obligations of the Company under this Indenture, the Notes and this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, Security Documents; (ciii) immediately after giving effect to such transaction no Default or Event on a pro forma basis (and, treating any Indebtedness which becomes an obligation of Default exists and (d) the Company or the Successor Company as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; (iiv) will immediately after giving effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of Section 4.09 hereof; (v) immediately after giving effect to such transaction, the Successor Company shall have Consolidated Net Worth immediately after the transaction equal to or greater in an amount that is not less than the Consolidated Net Worth of the Company Parent Guarantor immediately preceding the transaction prior to such transaction; and (iivi) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant Company delivers to the Fixed Charge Coverage Ratio Trustee an Officers' Certificate and Debt Ratio tests set forth in Section 8.4(a) hereofan Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, complies with this Indenture. The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or directly and/or indirectly through its Subsidiaries (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person unless another Person; unless: (a)(i1) either: (a) the Company is the surviving corporation corporation; or (iib) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b2) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes Notes, this Indenture, the Unit Agreement and this the Registration Rights Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form agreements reasonably satisfactory to the Required Holders, Trustee; (c3) immediately after such transaction no Default or Event of Default exists exists; and (d4) the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made: (a) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction transaction; and (iib) will, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) hereof4.09. In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 will not apply to a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not, and shall not permit any of its Subsidiaries to, consolidate or merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company and its Subsidiaries (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole whole) in one or more related transactions, to any other another Person unless unless: (a)(ii) either (a) the Company Company, in the case of a transaction involving the Company, or a Subsidiary which is a party to the transaction, in the case of a transaction involving a Subsidiary of the Company, is the surviving corporation or (iib) in the entity or case of a transaction involving the Company, the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company Columbia and expressly assumes all of the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (cii) immediately after such transaction no Default or Event of Default exists and exists; (diii) in the case of a transaction involving the Company (except in the case of a merger of the Company with or into a Wholly-Owned Subsidiary of the Successor Company (iother than a Receivables Subsidiary)), the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, (a) will shall have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iib) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09; (iv) hereofif, as a result of any such transaction, property or assets of the Company or any Subsidiary of the Company would become subject to a Lien securing Indebtedness not excepted from Section 4.12, the Company or its successor, as the case may be, shall have otherwise complied with such Section 4.12; and (v) the Company shall have delivered to the Trustee an Officers' Certificate and, except in the case of a merger of a Subsidiary of the Company into the Company or into a Wholly- Owned Subsidiary of the Company, an opinion of counsel, each stating that such consolidation, merger, conveyance, lease or disposition and any supplemental indenture with respect thereto, comply with all of the terms of this Section 5.01 and that all conditions precedent provided for in this Section 5.01 relating to such transaction, or series of transactions, have been complied with. For the purposes of the foregoing, the transfer (by sale, lease, assignment or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties or assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of Assets. The So long as the Senior Notes are outstanding, the Company shall not may not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and its assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ii) the Company is the corporation formed by such consolidation or surviving corporation or (ii) the entity in such merger or the Person formed that acquires by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made disposition, or that leases, such assets (in each such case, the entity or Person described in this clause (ii"Successor Entity"), the “Successor Company”) is a corporation organized or and existing under the laws of the United States, any state State thereof or the District of Columbia, (b) Columbia and expressly assumes the Successor Company assumes all the Company's obligations of the Company under the Notes Indenture and this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, Notes; (cii) immediately before and after such transaction no Default or Event of Default exists exists; and (diii) the Company Successor Entity (or the Successor Company, in the case of a consolidation or merger in which the Company is the surviving entity) (iA) will have has Consolidated Net Worth immediately after the transaction (but prior to any revaluation or recalculation of Consolidated Net Worth as of the date of the transaction relating to a carry-over basis (if any) of the assets acquired in the transaction (as determined in accordance with GAAP)) equal to or greater than the Consolidated Net Worth of the Company immediately preceding prior to the transaction and (iiB) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the have a Fixed Charge Coverage Ratio and Debt Ratio tests of not less than 1.75 to 1 (calculated pursuant to Section 4.09 above); provided that the limitations set forth in Section 8.4(athis clause (iii) hereofshall not apply following the Investment Grade Date or to any merger or consolidation of the Company with or into a Restricted Subsidiary and provided further, that the limitations set forth above shall not apply to the sale or disposition by the Company of the Generating Assets or the Oswego Plant.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ia) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Agreement the Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company entity or Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company 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 shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee; (iii) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, (c) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof. In connection with any consolidation, merger or transfer contemplated by this provision, the Company shall deliver, or cause to be 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 or transfer and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in this Indenture provided for relating to such transaction or transactions have been complied with. SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company in accordance with Section 5.01 hereof, the Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to "the Company" shall refer instead to such Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such Person had been named as the Company herein; provided, however, that the Company shall not be relieved from the obligation to pay the principal of, premium, if any, and interest on the Notes except in the case of a sale of all or substantially all of the Company's properties or assets that meets the requirements of Section 5.01 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or directly and/or indirectly through its Subsidiaries (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a whole or assets, in one or more related transactions, to any other Person unless another Person; unless: (a)(i1) either: (a) the Company is the surviving corporation corporation; or (iib) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b2) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form agreements reasonably satisfactory to the Required Holders, Trustee; (c3) immediately after such transaction no Default or Event of Default exists exists; and (d4) the Company or the Successor Company Person formed by or surviving any such consolidation or merger (i) will have Consolidated Net Worth immediately after the transaction equal to or greater if other than the Consolidated Net Worth of Company) shall, on the Company immediately preceding the transaction and (ii) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a1009 hereof; or (b) hereofhave a Fixed Charge Coverage Ratio that is the same or higher than the Fixed Charge Coverage Ratio of the Company immediately prior to such transactions; PROVIDED, HOWEVER, that this clause (4) shall be suspended during any period in which the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants. In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 801 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Subsidiaries or any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate Neither the Investor nor Carey Agri may, directly or merge indirectly (i) merge, consolidate, amalgamate or otherwise combine with or into another Person (whether or not the Company Investor or Carey Agri (as applicable) is the surviving corporation), ; or directly and/or indirectly through its Subsidiaries (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company Investor and its Subsidiaries Restricted Subsidiaries, taken as a whole whole, or Carey Agri and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person unless another Person; unless: either: the Investor or Carey Agri (a)(ias applicable) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other combination (if other than the CompanyInvestor or Carey Agri (as applicable)) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of any member state of the United StatesEuropean Union, Switzerland, Norway, Canada, any state thereof of the United States or the District of Columbia; the Person formed by or surviving any such merger, consolidation, amalgamation or other combination (bif other than the Investor or Carey Agri (as applicable)) or the Successor Company Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Investor or Carey Agri (as applicable) under the Notes and this Agreement Finance Documents pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form supplemental documents reasonably satisfactory to the Required Holders, (c) Lender; immediately after such transaction transaction, the Investor or such surviving Person certifies to the Lender that no Default or Event of Default exists exists; and (d) the Company Investor, Carey Agri or the Successor Company Person (ias applicable) will have Consolidated Net Worth immediately after the transaction equal to formed by or greater surviving any such merger, consolidation, amalgamation or other combination (if other than the Consolidated Net Worth of the Company immediately preceding the transaction and Investor or Carey Agri (ii) as applicable)), or to which such sale, assignment, transfer, conveyance or other disposition has been made: will, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a0 (Incurrence of Indebtedness and Issuance of Preference Shares); will (either directly or through its Restricted Subsidiaries), on the date of such transaction after giving effect thereto, retain all licenses and other authorizations reasonably required to operate its business as it was conducted prior to such transaction; and furnishes to the Lender an Officers’ Certificate and an Opinion of Counsel providing that the transaction complies with this Schedule. In addition, neither the Investor nor Carey Agri may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The Investor will not permit any Obligor (other than Carey Agri) hereof.to: directly or indirectly consolidate or merge with or into another Person (whether or not such Obligor is the surviving corporation); or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets, taken as a whole, in one or more related transactions, to another Person; unless immediately after such transaction, the Investor or such surviving Person certifies to the Lender that no Default or Event of Default exists; and either:

Merger, Consolidation or Sale of Assets. (a) The Company shall will not and will not permit any of its Subsidiaries to consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey convey, transfer or otherwise dispose of (a "transfer") all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person unless: (i) the Company or such Subsidiary, as the case may be, shall be the continuing Person, or the Person (if other than the Company or such Subsidiary) formed by such consolidation or into which the Company or such Subsidiary, as the case may be, is merged or to which the properties and assets of the Company and its Subsidiaries taken or such Subsidiary, as a whole in one or more related transactionsthe case may be, to any other Person unless (a)(i) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition are transferred shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is be a corporation organized or and existing under the laws of the United States, States or any state State thereof or the District of ColumbiaColumbia and shall expressly assume, (b) by a supplemental indenture, executed and delivered to the Successor Company assumes Trustee, in form satisfactory to the Trustee, all of the obligations of the Company or such Subsidiary, as the case may be, under the Notes Senior Notes, this Indenture and the Collateral Documents, and the obligations under this Agreement pursuant an amendment or supplement to this Agreement Indenture shall remain in full force and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, effect; and (cii) immediately before and immediately after giving effect to such transaction transaction, no Default or Event of Default exists shall have occurred and be continuing; and (diii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.6 hereof; and (iv) immediately thereafter, the Successor Company (i) will Company, such Subsidiary or the other surviving entity, as the case may be, shall have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company or such Subsidiary, as the case may be, immediately preceding the transaction and (ii) will, at the time of prior to such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) hereoftransaction.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporationPerson), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to, to any other another Person unless (a)(ia) the Company is the surviving corporation or (ii) the entity Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) the Successor Company 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 shall have been made assumes all the obligations of the Company under the Notes and this Agreement Company, pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, under the Notes and the Indenture; (c) immediately after such transaction no Default or Event of Default exists exists; and (d) the Company or the Successor Company such other Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (iA) will have Consolidated Net Worth (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable fourFour-quarter periodQuarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in Section 8.4(a4.8 hereof. Notwithstanding the foregoing clause (d), any Restricted Subsidiary (other than Finance Corp.) hereofmay consolidate or merge with or into, or dispose of all or any part of its properties or assets to, the Company.

Merger, Consolidation or Sale of Assets. The Company shall not may not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a whole or assets, in one or more related transactions, to any other Person another Person, unless (a)(i1) either (a) the Company is the surviving corporation corporation, or (iib) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b2) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (c3) immediately after such transaction no Default or Event of Default exists exists, and (d4) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (i) will if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have Consolidated Net Worth been made will, immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Debt to Consolidated Cash Flow Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof. In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not and will not permit any of its Subsidiaries to consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey convey, transfer or otherwise dispose of (a "transfer") all or substantially all of its assets (as an entirety 60 or substantially as an entirety in one transaction or a series of related transactions), to any Person unless: (i) the Company or such Subsidiary, as the case may be, shall be the continuing Person, or the Person (if other than the Company or such Subsidiary) formed by such consolidation or into which the Company or such Subsidiary, as the case may be, is merged or to which the properties and assets of the Company and its Subsidiaries taken or such Subsidiary, as a whole in one or more related transactionsthe case may be, to any other Person unless (a)(i) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition are transferred shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is be a corporation organized or and existing under the laws of the United States, States or any state State thereof or the District of ColumbiaColumbia and shall expressly assume, (b) by a supplemental indenture, executed and delivered to the Successor Company assumes Trustee, in form satisfactory to the Trustee, all of the obligations of the Company or such Subsidiary, as the case may be, under the Senior Notes and this Agreement pursuant an amendment or supplement to Indenture, and the obligations under this Agreement Indenture shall remain in full force and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, effect; (cii) immediately before and immediately after giving effect to such transaction transaction, no Default or Event of Default exists shall have occurred and be continuing; and (diii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof; and (iv) immediately thereafter, the Successor Company (i) will Company, such Subsidiary or the other surviving entity, as the case may be, shall have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company or such Subsidiary, as the case may be, immediately preceding the transaction and (ii) will, at the time of prior to such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) hereoftransaction.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to, to any other another Person unless (a)(ia) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company 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 shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not (a) Neither Issuer will consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey convey, transfer or otherwise dispose of (a “transfer”) all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person unless: (i) such Issuer shall be the continuing Person, or the Person (if other than such Issuer) formed by such consolidation or into which such Issuer is merged or to which the properties and assets of the Company and its Subsidiaries taken as such Issuer are transferred shall be a whole in one or more related transactions, to any other Person unless (a)(i) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation limited liability company organized or and existing under the laws of the United States, States or any state State thereof or the District of ColumbiaColumbia and shall expressly assume, (b) by a supplemental indenture, executed and delivered to the Successor Company assumes all the obligations of the Company under the Notes and this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewithTrustee, in each case in a form reasonably satisfactory to the Required HoldersTrustee, all of the obligations of such Issuer under the Senior Notes, this Indenture and the Collateral Documents, and the obligations under this Indenture shall remain in full force and effect; (cii) immediately before and immediately after giving effect to such transaction transaction, no Default or Event of Default exists shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis Holdings or such Person could incur at least $1.00 additional Indebtedness pursuant to the first paragraph of Section 4.7 hereof; and (div) immediately thereafter, the Company Issuer or the Successor Company (i) will other surviving entity, as the case may be, shall have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company Issuer immediately preceding the transaction and (ii) will, at the time of prior to such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) hereoftransaction.

Merger, Consolidation or Sale of Assets. The Company shall not (a) Permit Holdings or the Borrower to consolidate or merge with or into or wind up into (whether or not Holdings or the Company Borrower, as the case may be, is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to, to any other Person unless Person; provided that the foregoing shall be permitted if (a)(ii) Holdings or the Company Borrower, as the case may be, is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than Holdings or the CompanyBorrower, as the case may be) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been is made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the jurisdiction of organization of Holdings or the Borrower, as the case may be, or the United States, any state thereof or thereof, the District of ColumbiaColumbia or any territory thereof (Holdings, the Borrower or such Person, as the case may be, being herein called the "SUCCESSOR COMPANY"); (bii) the Successor Company (if other than Holdings or the Borrower) expressly assumes all the obligations of Holdings or the Company Borrower, as the case may be, under the Notes and this Agreement pursuant an amendment or supplement to this Agreement and each the Loans pursuant to an agreement or other instrument, document documents or agreement entered into by the Company instruments in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, Administrative Agent; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto to such transaction 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 either (A) at least 2.00 to 1.00 or (B) greater than immediately prior to such transaction, in each case 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 the applicable such four-quarter period; (v) each Guarantor, be permitted to incur at least $1.00 of additional Indebtedness pursuant unless it is the other party to the Fixed Charge Coverage Ratio transactions described above, in which case clause (ii) shall apply, shall have confirmed in writing that its Guarantee shall apply to such Person's obligations under this Agreement and Debt Ratio tests set forth the Loans; and (vi) Holdings or the Borrower, as the case may be, shall have delivered to the Administrative Agent a certificate from a Responsible Officer and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such amendment or supplement (if any) comply with this Agreement. The Successor Company will succeed to, and be substituted for, Holdings or the Borrower, as the case may be, under this Agreement and the Loans. Notwithstanding the foregoing clause (iii) or (iv), (a) any Restricted Subsidiary (other than, prior to the Restructuring Date, Bidco) may consolidate with, merge into or transfer all or part of its properties and assets to the Borrower and (b) Holdings or the Borrower may merge with an Affiliate (other than, prior to the Restructuring Date, Bidco) incorporated solely for the purpose of reincorporating Holdings or the Borrower in Section 8.4(aanother state of the United States so long as the amount of Indebtedness of Holdings, xxx Xxxxxxxx xxx xxe Restricted Subsidiaries is not increased thereby. Notwithstanding the foregoing clauses (i) hereofthrough (vi), the Parent Merger shall be permitted.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to, to any other Person another Person, unless (a)(ia) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee and (c) immediately after such transaction no Default or Event of Default exists and (dexists. The foregoing will not prohibit the consummation of any transaction(s) contemplated by the Company Plan or the Successor Company (i) will have Consolidated Net Worth immediately after a merger between the transaction equal to Company and a Wholly Owned Restricted Subsidiary or greater than (ii) a merger between the Consolidated Net Worth Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the United States so long as, in each case, the amount of Indebtedness of the Company immediately preceding the transaction and (ii) will, at the time its Restricted Subsidiaries is not increased thereby. The Company shall not lease all or substantially all of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted its assets to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) hereofany Person.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ia) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company 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 shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Coverage Ratio and Debt Ratio tests test set forth in Section 8.4(a4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, (i) hereofan Officers' Certificate stating that such consolidation, merger or disposition and any supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with and (ii) an Opinion of Counsel stating that the requirements of Section 5.01(a) and (b) have been satisfied.

Merger, Consolidation or Sale of Assets. (a) The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a whole or assets, in one or more related transactions, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a whole or assets, in one or more related transactions, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction transaction, no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (i) will if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have Consolidated Net Worth been made shall, immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness Debt pursuant to the Fixed Charge Consolidated Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof. The Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance, or other disposition of assets between or among the Company and its Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to, to any other Person another Person, unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) willshall, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) hereof.50

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactionstransactions to, to any other another Person unless (a)(ii) either the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of ColumbiaColumbia (any such Person, the "Successor Company"), (bii) the Successor Company assumes all the obligations of the Company under the Notes Notes, this Indenture and this the Registration Rights Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form agreements reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction no Default or Event of Default exists and (div) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after shall, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time date of such transaction and after giving pro forma PRO FORMA effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof. The foregoing clause (iv) hereofshall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States, so long as, in each case, the amount of Indebtedness of MacDermid and its Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a whole or assets, in one or more related transactions, to any other another Person unless unless: (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, or Bermuda; (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form and substance reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Restricted Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to either clause (i) or (ii) of the Fixed Charge Coverage Ratio first paragraph Section 4.9 hereof. The Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this covenant will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and Debt Ratio tests set forth in Section 8.4(a) hereofits Restricted Subsidiaries and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the is an entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state 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 existing under such laws; (bii) the Successor Company 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 shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately before and after such transaction no Default or Event of Default exists shall have occurred and be continuing; and (div) except in the case of a merger of the Company with or into a Restricted Subsidiary, the Company or the Successor Company entity or Person formed by or surviving any such consolidation or merger (i) will have Consolidated Net Worth immediately after the transaction equal to or greater if other than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 or (y) hereofhave a Fixed Charge Coverage Ratio that is no less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate with or merge with or into any Person (whether or not the Company is the surviving corporation), Person) or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets (whether as an entirety or substantially as an entirety in a transaction or a series of the Company and its Subsidiaries taken as a whole in one or more related transactions, ) to any other Person unless or adopt a Plan of Liquidation unless: (a)(ii) either (a) the Company is will be the surviving or continuing corporation (the "SURVIVING PERSON") or (iib) the entity or Surviving Person (if other than the Person Company) formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (expressly assume, by supplemental indenture, executed and delivered to the entity or Person described Trustee and in this clause (ii)form satisfactory to the Trustee, the “Successor Company”) is a corporation organized or existing under the laws all of the United States, any state thereof or the District of Columbia, (b) the Successor Company assumes all the obligations of the Company under the Notes, this Indenture and the Notes Registration Rights Agreement, and the obligations under the Notes, this Indenture, and the Notes Registration Rights Agreement pursuant an amendment or supplement to this Agreement remain in full force and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holderseffect, (cii) immediately after giving effect to such transaction and the assumption contemplated above, the Company or such Surviving Person shall have a Debt to Cash Flow Ratio equal to or less than the Debt to Cash Flow Ratio of the Company immediately preceding the transaction; (iii) immediately after giving effect to such transaction, no Default or Event of Default exists shall have occurred or be continuing; and (div) immediately after giving effect to such transaction, the Surviving Person shall continue to operate the business of the Company or that was the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth principal business of the Company immediately preceding such transaction. In connection with any consolidation, merger or transfer contemplated by this provision, the transaction Company shall deliver, or cause to be delivered, to the Trustee, in form and (ii) willsubstance reasonably satisfactory to the Trustee, at an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and the time of supplemental indenture in respect thereto comply with this provision and that all conditions precedent in this Indenture provided for relating to such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) hereofor transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not ---------------------------------------- consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless (a)(ia) (i) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “"Successor Company”") is a corporation organized or existing under the laws of ------------------ the United States, any state thereof or the District of Columbia, ; (b) the Successor Company assumes all the obligations of the Company under the Notes and this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, ; (c) immediately after such transaction no Default or Event of Default exists exists; and (d) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in Section 8.4(a) hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporationPerson), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation Person organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company 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 shall have been made assumes all the obligations of the Company under the Senior Subordinated Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Guarantor, the Company or Person formed by or surviving any such consolidation or merger (if other than the Successor Company Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (iA) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09; and (v) hereofthe Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and such supplemental indenture complies with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey convey, transfer or otherwise dispose of (a "transfer") all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred shall be a corporation organized and its Subsidiaries taken as existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by a whole supplemental indenture, executed and delivered to the Trustee, in one or more related transactionsform satisfactory to the Trustee, to any other Person unless (a)(i) all of the obligations of the Company is under the surviving corporation or Notes and this Indenture, and the obligations under this Indenture shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) except in the entity case of a merger or consolidation of the Company with or into a Wholly-Owned Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause a) immediately after giving effect to such transaction on a pro forma basis could incur at least $1.00 of additional Indebtedness (ii), the “Successor Company”other than Permitted Indebtedness) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, covenant set forth under Section 4.06 and (b) the Successor Company assumes all the obligations of the Company under the Notes and this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in immediately thereafter shall have a form reasonably satisfactory to the Required Holders, (c) immediately after such transaction no Default or Event of Default exists and (d) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of prior to such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) hereoftransaction.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to, to any other Person another Person, unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) willshall, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of the merger of the Company with or into a Wholly Owned Restricted Subsidiary or a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (i) will have Consolidated Net Worth immediately after the transaction equal to or greater if other than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiCompany) will, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Debt to Cash Flow Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Wholly Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactionstransactions to, to any other Person another Person, unless (a)(ii) either (A) the Company is the surviving corporation or (iiB) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of ColumbiaColumbia (any such Person, the "SUCCESSOR COMPANY"), (bii) the Successor Company assumes all the obligations of the Company under the Notes Notes, this Indenture and this the Registration Rights Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form agreements reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction no Default or Event of Default exists exists, and (div) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after shall, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof. The foregoing clause (iv) hereofshall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than DE MINIMIS liabilities), PROVIDED that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not consolidate with or merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of the properties and its assets of the Company and its Subsidiaries taken as a whole in one or more related transactionsto, to any other Person unless Person, unless: (a)(ii) the Company is the resulting, surviving corporation or (ii) the entity or the transferee Person formed by or surviving any such consolidation or merger (if other than not the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or and existing under the laws of the United StatesStates of America, any state State thereof or the District of ColumbiaColumbia and such Person expressly assumes by a supplemental indenture, (b) executed and delivered to the Successor Company assumes Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Notes and this Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, Notes; (cii) immediately after giving Pro Forma effect to such transaction no Default or Event of Default exists and other related transactions (d) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth and treating any Debt which becomes an obligation of the Company immediately preceding the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction and (ii) will, as having been issued by such Person or such Subsidiary at the time of such transaction), no Default has occurred and is continuing; (iii) immediately after giving Pro Forma effect to such transaction and after giving pro forma effect thereto as if such transaction had occurred at other related transactions, the beginning of the applicable four-quarter periodresulting, surviving or transferee Person would either (A) be permitted able to incur at least $1.00 of additional Indebtedness Debt pursuant to the Fixed Charge Section 4.09(a) hereof or (B) have a Consolidated EBITDA Coverage Ratio for the most recently ended four full fiscal quarters for which financial statements are available that is greater than or equal to that of the Company immediately prior to giving effect to such transaction; and Debt Ratio tests set forth in Section 8.4(a(iv) hereofthe Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided that, without complying with this clause (a), (A) a Subsidiary Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, the Company or another Subsidiary Guarantor, and (B) any Subsidiary that is not a Subsidiary Guarantor or a Non-Recourse Subsidiary may consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, the Company or another Subsidiary (other than a Non-Recourse Subsidiary), and (C) any Non-Recourse Subsidiary may consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to any Person.

Merger, Consolidation or Sale of Assets. The Company shall will not in a single transaction or series of related transactions consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Successor Company entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes Notes, the Subsidiary Guarantees and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and exists; (div) the Company or the Successor Company entity or Person formed by or surviving any such consolidation or merger (i) will have Consolidated Net Worth immediately after the transaction equal to or greater if other than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph in Section 8.4(a4.10 hereof; and (v) hereofthe Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture. Notwithstanding the foregoing, the mergers and the related transactions comprising the Acquisition Transactions shall be deemed to be expressly permitted under the Indenture and shall not require the execution and delivery of a supplemental indenture.

Merger, Consolidation or Sale of Assets. (a) The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions (a "Subject Transaction") to, to any other another corporation, Person or entity unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of either (A) the United States, any state thereof or thereof, the District of ColumbiaColumbia or Singapore or (B) a Subject Country, in which case the Company will have satisfied its obligations as set forth in clause (b) of this Section 5.01 below; (ii) the Successor Company entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor Company entity or Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness Debt pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ia) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “"Successor Company”") is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the Successor Company assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (c) immediately after such transaction transaction, no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a wholly owned Restricted Subsidiary of the Company, the Company or the Successor Company (iA) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or directly and/or indirectly through its Subsidiaries (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a whole or assets, in one or more related transactions, to any other Person unless another Person; unless: (a)(i1) either: (a) the Company is the surviving corporation corporation; or (iib) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b2) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form agreements reasonably satisfactory to the Required Holders, Trustee; (c3) immediately after such transaction no Default or Event of Default exists exists; and (d4) the Company or the Successor Company Person formed by or surviving any such consolidation or merger (i) will have Consolidated Net Worth immediately after the transaction equal to or greater if other than the Consolidated Net Worth of Company) shall, on the Company immediately preceding the transaction and (ii) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof; or (b) hereofhave a Fixed Charge Coverage Ratio that is the same or higher than the Fixed Charge Coverage Ratio of the Company immediately prior to such transactions; PROVIDED, HOWEVER, that this clause (4) shall be suspended during any period in which the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants. In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Subsidiaries or any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to, to any other another Person unless (a)(ia) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company 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 shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, (i) hereofan Officers' Certificate stating that such consolidation, merger or disposition and any supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with and (ii) an Opinion of Counsel stating that the requirements of Section 5.01(a) and (b) have been satisfied.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person another Person, unless (a)(ii) either: (A) the Company is the surviving corporation or (iiB) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes Notes, this Indenture and this Agreement the Registration Rights Agreement, pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and exists, (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) willshall, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Leverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof and (v) hereofall rights afforded to the Company or Paperweight Development by the Environmental Indemnity Agreements are effectively assigned, in full, to the Person formed by or surviving any such consolidation or merger (if other than the Company or Paperweight Development) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made pursuant to agreements reasonably satisfactory to the Trustee. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a consolidation, merger, sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries. In addition, the Company shall not permit the Parent Entity to and the Parent Entity shall not consolidate or merge with any entity other than another Parent Entity and will not permit any merger between any future Parent Entity unless and until the conditions set forth in clauses (i) through (v) of this Section 5.01 have been satisfied provided that with respect to clause (iv)(A), the Consolidated Net Worth immediately after any such transaction shall be equal to or greater than the Consolidated Net Worth of such Parent Entity immediately preceding the transaction .

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ia) the Company is the surviving corporation or (ii) the entity corporation, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company 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 shall have been made assumes all the obligations Obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (c) immediately after such transaction no Default or Event of Default exists exists, and (d) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (i) will have Consolidated Net Worth immediately after the transaction equal to or greater if other than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of the covenant described in Section 8.4(a) 4.12 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company 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 shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental Indenture in a form reasonably satisfactory to the Required HoldersTrustee; (iii) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, (c) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof. In connection with any consolidation, merger or transfer contemplated by this provision, the Company shall deliver, or cause to be 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 or transfer and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in this Indenture provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not, and shall not permit any of its Subsidiaries to, consolidate or merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company and its Subsidiaries (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole whole) in one or more related transactions, to any other another Person unless unless: (a)(ii) either (a) the Company Company, in the case of a transaction involving the Company, or a Subsidiary which is a party to the transaction, in the case of a transaction involving a Subsidiary of the Company, is the surviving corporation or (iib) in the entity or case of a transaction involving the Company, the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company Columbia and expressly assumes all of the obligations of the Company under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (cii) immediately after such transaction no Default or Event of Default exists and exists; (diii) in the case of a transaction involving the Company (except in the case of a merger of the Company with or into a Wholly-Owned Subsidiary of the Successor Company (iother than a Receivables Subsidiary)), the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, (a) will shall have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iib) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09; (iv) hereofif, as a result of any such transaction, property or assets of the Company or any Subsidiary of the Company would become subject to a Lien securing Indebtedness not excepted from Section 4.12, the Company or its successor, as the case may be, shall have otherwise complied with such Section 4.12; and (v) the Company shall have delivered to the Trustee an Officers' Certificate and, except in the case of a merger of a Subsidiary of the Company into the Company or into a Wholly-Owned Subsidiary of the Company, an opinion of counsel, each stating that such consolidation, merger, conveyance, lease or disposition and any supplemental indenture with respect thereto, comply with all of the terms of this Section 5.01 and that all conditions precedent provided for in this Section 5.01 relating to such transaction, or series of transactions, have been complied with. For the purposes of the foregoing, the transfer (by sale, lease, assignment or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties or assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Company its and its Subsidiaries Restricted Subsidiaries' properties or assets taken as a whole whole, in one or more related transactionstransactions to, to any other Person unless another Person, unless: (a)(ii) either (a) the Company is the surviving corporation corporation, or (iib) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia, (bii) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form agreements reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction no Default or Event of Default exists and (div) the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) willshall, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Wholly Owned Restricted Subsidiaries. Furthermore, the provisions of this Section 5.01 shall not prohibit a merger between the Company and a Restricted Subsidiary of the Company formed solely for the purpose of reincorporating the Company or a Restricted Subsidiary in another state of the United States or changing the legal form of the Company or a Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactionstransactions to, to any other another corporation or Person unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Successor Company 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 shall have been made assumes all the obligations of the Company under the Notes and this Agreement pursuant an amendment or supplement to this Agreement and each other instrumenta supplemental indenture, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required HoldersTrustee, under the Notes and this Indenture, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) the Company or the Successor Company any Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (iA) will shall have Consolidated Net Worth (immediately after the transaction transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in clause (a) of the first paragraph of Section 8.4(a4.09 hereof. Notwithstanding anything else contained in this Indenture to the contrary, the Company is entitled to merge with a Wholly Owned Subsidiary of the Company, PROVIDED that if the Company is not the surviving entity of such transaction, the surviving entity shall comply with clause (ii) hereofof the immediately preceding paragraph. Notwithstanding the foregoing, nothing in this Section 5.01 shall restrict or encumber the ability of the Company and its Subsidiaries to (a) pay dividends or make other distributions to the Holding Company on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or pay any Indebtedness owed to the Holding Company or any of its Subsidiaries, (b) make loans or advances to the Holding Company or any of its Subsidiaries or (c) transfer any of its properties or assets to the Holding Company or any of its Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “"Successor Company”") is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company assumes all the obligations of the Company under the Notes and this Agreement hereunder pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction) no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor Company (iA) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than 90% of the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the Section 8.4(a4.09(a) hereof. Notwithstanding the foregoing, clause (iv) will not be applicable to a merger of the Company with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another state of the United States. For purposes of this Section 5.01, the sale, assignment, transfer, lease, conveyance or other disposition of properties or assets of one or more Subsidiaries of the Company, 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 transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of Assets. The Company shall will not in a single transaction or series of related transactions consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or directly and/or or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Successor Company entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Agreement Indenture, pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and exists; (div) the Company or the Successor Company entity or Person formed by or surviving any such consolidation or merger (i) will have Consolidated Net Worth immediately after the transaction equal to or greater if other than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph in Section 8.4(a4.10 hereof; and (v) hereofthe Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. Notwithstanding the foregoing, the transactions constituting the Transactions shall be deemed to be expressly permitted under this Indenture and shall not require the execution and delivery of a supplemental indenture.

Merger, Consolidation or Sale of Assets. The Company None of the Company, NE LP, NE LLC, NEA or NJEA shall not consolidate or merge with or into (whether or not the Company such entity is the surviving corporation), entity) or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets or all or any of the Company and its Subsidiaries taken as a whole partner interests of NEA or NJEA in one on or more related transactions, transactions to any other Person unless (a)(ia) the Company is the surviving corporation such consolidation, merger, sale, assignment, lease, conveyance or other disposition (i) does not constitute a change of control or (ii) constitutes a Change of Control and a Change of Control Offer is made pursuant to Section 4.15 hereof, (b)(i) the Company, NE LP or NE LLC (as the case may be) is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than the Company, NE LP or NE LLC as the case may be) or the entity to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”1) is a corporation or a partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia, Columbia and (b2) the Successor Company assumes all the obligations of the Company Obligations of the Company, NE LP or NE LLC (as the case may be) under the Notes Note, the Bonds, the Indenture, the Bond Guaranty, the Company and this Agreement pursuant an amendment or supplement to this Partner Pledge Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required HoldersRegistration Rights Agreement, (c) immediately after giving effect to such transaction transaction, no Default or Event of Default exists and exists, (d) Xxxxx'x and S&P confirm that the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth then current ratings of the Company immediately preceding the transaction Bonds will not be lowered as a result thereof and (iie) willthe Company, at NE LP and NE LLC would be permitted under Section 4.09 to incur one dollar of Indebtedness the time proceeds of which would be used to finance capital expenditures other than Required improvements for NEA and/or NJEA. The Company, NE LP and NE LLC, as the case may be, shall deliver to the Trustee an Officer's Certificate (attaching the arithmetic computations to demonstrate compliance with clause (e) above) and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture complies with this Article and that all conditions precedent herein provided for relating to such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) hereof.have been complied with;

Merger, Consolidation or Sale of Assets. 40 47 The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless (a)(ia) (i) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “"Successor Company”") is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) the Successor Company assumes all the obligations of the Company under the Notes and this Agreement pursuant to an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, ; (c) immediately after such transaction no Default or Event of Default exists exists; and (d) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) together with its Subsidiaries will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at thereto, have a ratio of Indebtedness to Adjusted EBITDA on a consolidated basis for the beginning preceding four full fiscal quarters that is no less than the ratio of Indebtedness to Adjusted EBITDA for the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to preceding four full fiscal quarters for the Fixed Charge Coverage Ratio Company and Debt Ratio tests set forth in Section 8.4(a) hereofits Subsidiaries on a consolidated basis.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey convey, transfer or otherwise dispose of (a “transfer”) all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless (a)(i) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition are transferred shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is be a corporation organized or and existing under the laws of the United States, States or any state State thereof or the District of ColumbiaColumbia and shall expressly assume, (b) by a supplemental indenture, executed and delivered to the Successor Company assumes Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Notes Notes, this Indenture and the Security Documents, and the obligations under this Agreement pursuant an amendment Indenture shall remain in full force and effect and shall cause such amendments, supplements or supplement other instruments to this Agreement be executed, filed, and each other instrumentrecorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the successor Company, document together with such financing statements or agreement entered into comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the Company in connection therewith, in each case in filing of a form reasonably satisfactory to financing statement or a similar document under the Required Holders, UCC or other similar statute or regulation of the relevant states or jurisdictions; (cii) immediately before and immediately after giving effect to such transaction transaction, no Default or Event of Default exists shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness pursuant to the first paragraph of Section 4.10 hereof (unless such merger, sale, assignment, lease, conveyance, transfer or disposition could have been made under the Senior Loan Agreement as in effect on the date hereof); (iv) each Guarantor (unless it is the other party to the transactions above, in which case clause (i) shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes and its obligations under the Security Documents shall remain in full force and effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; and (dv) immediately thereafter, the Company or the Successor Company (i) will other surviving entity, as the case may be, shall have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of prior to such transaction and after giving pro forma (unless such merger, sale, assignment, lease, conveyance, transfer or disposition could have been made under the Senior Loan Agreement as in effect thereto as if such transaction had occurred at on the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests set forth in Section 8.4(a) date hereof).

Merger, Consolidation or Sale of Assets. The Company shall not (a) Neither the Parent nor the Issuer will, directly or indirectly, consolidate or merge with or into (whether or not Parent or the Company Issuer, as the case may be, is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as on a whole consolidated basis in one or more related transactions, to any other another Person unless (a)(ii) the Company Parent or the Issuer, as the case may be, is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than Parent or the CompanyIssuer, as the case may be,) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii)such Person, the “"Successor Company”Corporation") is a corporation organized or existing under the laws of the United Kingdom, any member of the European Union which has adopted the euro as its national currency, or the United States, any state thereof or the District of Columbia, ; (bii) the Successor Company Corporation assumes all the obligations of the Company Parent or the Issuer, as the case may be, under the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately before and after such transaction (and treating any Indebtedness that becomes an obligation of the Successor Corporation or any Subsidiary of the Successor Corporation as a result of such transaction as having been Incurred by the Successor Corporation or such Subsidiary at the time of such transaction) no Default or Event of Default exists and shall have occurred; (div) except in the Company case of a merger of the Parent with or into a Restricted Subsidiary of the Parent, the Parent, Issuer or the Successor Company Corporation (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiA) will, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in Section 8.4(a4.4 or (B) hereofwill have a Fixed Charge Coverage Ratio, as determined for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such transaction, greater than the Fixed Charge Coverage Ratio for such entity immediately prior to such transaction; (v) each Guarantor (unless it is the other party to the transactions above, in which case clause (ii) shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to the obligations of the Successor Corporation under the Notes and this Indenture and its obligations under the Registration Rights Agreement shall continue to be in effect; and (vi) the Parent shall have delivered to the Trustee an opinion of tax counsel reasonably acceptable to the Trustee stating that (A) Holders of the Notes will not recognize income, gain or loss for U.S. federal, U.K. or Dutch income tax purposes as a result of the transaction, (B) any payment of principal, redemption price or purchase price of, premium, if any, interest, Additional Amounts, if any, and Liquidated Damages, if any, on the Notes by the Issuer or the surviving entity, as applicable, to a Holder after the consolidation, merger, conveyance, transfer or lease of assets will be exempt from the Taxes described in Section 4.20 and (C) no other taxes on income, including taxable capital gains, will be payable under the tax laws of the Relevant Taxing Jurisdiction (as defined in Section 4.20) by a Holder who is or who is deemed to be a non-resident of the Relevant Taxing Jurisdiction in respect of the acquisition, ownership or disposition of the Notes, including the receipt of principal of, premium, if any, interest, Additional Amounts, if any, or Liquidated Damages, if any, paid pursuant to the Notes.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another Person unless (a)(ia) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required HoldersTrustee, (c) immediately after such transaction no Default or Event of Default exists and (d) the Company or the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof or (ii) hereofwould (together with its Restricted Subsidiaries) have a higher Fixed Charge Coverage Ratio immediately after such transaction (after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period) than the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to such transaction. The foregoing clause (d) will not prohibit (a) a merger between the Company and a Wholly Owned Subsidiary of Holdings created for the purpose of holding the Capital Stock of the Company, (b) a merger between the Company and a Wholly Owned Restricted Subsidiary or (c) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the United States so long as, in each case, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. The Company shall not lease all or substantially all of its assets to any Person.

Merger, Consolidation or Sale of Assets. The Except as otherwise provided in Section 11.06, the Company and any Guarantor shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company or such Guarantor is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a whole or assets, in one or more related transactions, to any other another Person unless unless: (a)(ii) the Company or such Guarantor is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation or other legal entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Successor Person formed by or surviving any such consolidation or merger (if other than the Company or such Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company or such Guarantor under the Registration Rights Agreement, the Notes and this Agreement Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company or a Guarantor with or into a Wholly Owned Restricted Subsidiary of the Company or a Guarantor, or the merger or consolidation of a Restricted Subsidiary with or into the Company or a transfer of all or substantially all of the assets of a Restricted Subsidiary to the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction transaction; and (iiB) will, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a) 4.09 hereof. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Restricted Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its 57 57 properties and or assets of determined on a consolidated basis for the Company and its Restricted Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or entity unless (a)(ii) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of one of the states of the United States, any state thereof States or the District of Columbia, ; (bii) the Successor Company entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Senior Notes and this Agreement the Indenture pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case a supplemental indenture in a form reasonably satisfactory to the Required Holders, Trustee; (ciii) immediately after such transaction no Default or Event of Default exists shall occur and be continuing or result as a consequence thereof; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor Company entity or Person formed by or surviving any such consolidation or merger (iif other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (iiB) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.12 hereof; (v) hereofif any of the property or assets of the Company would thereupon become subject to any Lien, the outstanding Senior Notes shall be secured equally and ratably with (or prior to) the obligation or liability secured by such Lien, unless the Company could create such Lien without equally and ratably securing the Senior Notes; and (vi) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactionstransactions to, to any other Person another Person, unless (a)(ii) either (A) the Company is the surviving corporation or (iiB) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of ColumbiaColumbia (any such Person, the “Successor Company”), (bii) the Successor Company assumes all the obligations of the Company under the Notes Notes, this Indenture and this the Registration Rights Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form agreements reasonably satisfactory to the Required HoldersTrustee, (ciii) immediately after such transaction no Default or Event of Default exists exists, and (div) the Company or the Successor Company (i) will have Consolidated Net Worth immediately after shall, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio and Debt Ratio tests test set forth in the first paragraph of Section 8.4(a4.09 hereof. The foregoing clause (iv) hereofshall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.