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

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: (1) either: (a) such Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectlyThe Company shall not: (1i) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor) surviving corporation); or (2ii) directly or indirectly sell, assign, lease, transfer, convey, lease convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: : (aA) such Issuer the Company is the surviving Personcorporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or to which such sale, assignment, lease, transfer, conveyance, lease conveyance or other disposition has been made is an entity a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, provided that Finance Corp. may not consolidate or merge with or into any if such Person other than a corporation satisfying such requirement so long as the Company is not a corporation, such Person immediately causes a Subsidiary that is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia to be added as a co-issuer of the Notes under this Supplemental Indenture; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, lease, transfer, conveyance, lease conveyance or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to shall expressly assume, by a supplemental indenture indenture, executed and delivered to the Trustee in a form reasonably satisfactory to the Trustee, the payment of the principal of and any premium and interest on the Notes and the performance or observance of every covenant of this Supplemental Indenture on the part of the Company to be performed or observed; (3) immediately after such transaction, no Default or Event of Default exists;; and (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease, transfer, conveyance, lease conveyance or other disposition has been mademade would, would on the date of 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, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Debt to Cash Flow Ratio test set forth in Section 4.09(a); or ) hereof or (Bb) the Fixed Charge Coverage have a Debt to Cash Flow Ratio of 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, lease or other disposition has been made, is equal to or no greater than the Fixed Charge Coverage Debt to Cash Flow Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) . This Section 5.01 will not apply to, and the Company is expressly permitted under this Section 5.01 to effect: (1) any statutory conversion a merger of the Company to with a corporation direct or indirect Subsidiary of Parent solely for the purpose of reincorporating the Company in another form of entity or jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) surviving corporation); or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, ; unless: (1) either: (a) such Issuer is the surviving Personcorporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, Columbia (provided that Finance Corp. may not consolidate if the Person formed by or merge surviving any such consolidation or merger with either Issuer is a limited liability company or into any a Person other than a corporation satisfying such requirement so long as corporation, a corporate co-issuer shall also be an obligor with respect to the Company is not a corporationNotes); (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made assumes all the obligations of such Issuer the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, transaction no Default or Event of Default exists;; and (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)) will, or to which on the date of such saletransaction 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, assignment, transfer, conveyance, lease or other disposition has been made, would either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Leverage Ratio test set forth in the first paragraph of Section 4.09(a); or 4.10 or (Bb) the Fixed Charge Coverage have a Leverage Ratio of the Company or the Person formed by or surviving any immediately after giving effect to such consolidation or merger (if other no greater than the Company)Leverage Ratio immediately prior to such consolidation or merger. 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 which such any other Person. This Section 5.01 shall not apply to a sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease conveyance or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionWholly Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) Neither The Company will not, and will not permit any of the Issuers mayits Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Issuer Restricted Subsidiary is the survivor) or surviving corporation); or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (1i) either: (a) the Company or such Issuer Restricted Subsidiary is the surviving Person; corporation or (bii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as ; B. if the Company or such Restricted Subsidiary is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person party to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made, would be permitted to incur at least $1.00 made assumes all the obligations of additional Indebtedness the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Fixed Charge Coverage Ratio test set forth Trustee; C. immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in Section 4.09(a)relation to such sale, assignment, transfer, conveyance, or other disposition; orand (B) the Fixed Charge Coverage Ratio of E. 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, lease conveyance or other disposition has been madeis made (if other than the Company), is will have Consolidated Net Worth immediately after the transaction equal to or greater than the Fixed Charge Coverage Ratio Consolidated Net Worth of the Company immediately prior preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to such transaction; andany other Person. 6.01 will not apply to: (51) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion a merger of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or a Restricted Subsidiary of the Person formed by or surviving Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporationmerger, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionthat are Guarantors.

Merger, Consolidation or Sale of Assets. (a) Neither The Company will not, and will not permit any of the Issuers mayits Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Issuer Restricted Subsidiary is the survivor) or surviving corporation); or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (1i) either: (a) the Company or such Issuer Restricted Subsidiary is the surviving Person; corporation or (bii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as ; B. if the Company or such Restricted Subsidiary is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person party to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made, would be permitted to incur at least $1.00 made assumes all the obligations of additional Indebtedness the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Fixed Charge Coverage Ratio test set forth Trustee; C. immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in Section 4.09(a)relation to such sale, assignment, transfer, conveyance, or other disposition; orand (B) the Fixed Charge Coverage Ratio of E. 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, lease conveyance or other disposition has been madeis made (if other than the Company), is will have Consolidated Net Worth immediately after the transaction equal to or greater than the Fixed Charge Coverage Ratio Consolidated Net Worth of the Company immediately prior preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to such transaction; andany other Person. This Section 6.01 will not apply to: (51) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion a merger of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or a Restricted Subsidiary of the Person formed by or surviving Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporationmerger, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionthat are Guarantors.

Merger, Consolidation or Sale of Assets. (a) Neither The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into, and the Company shall not, and shall not permit any of its Restricted Subsidiaries to, convey or transfer all or substantially all the consolidated assets of the Issuers mayCompany and its Restricted Subsidiaries to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (2) the Successor Company, if not the Company, will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement; (3) immediately after giving effect to such transaction or series of transactions no Default or Event of Default exists; (4) either (a) the Company or the Successor Company, if the Company is not the continuing obligor under this Indenture, will, at the time of such transaction or series of transactions and after giving pro forma effect thereto as if such transaction or series of transactions had occurred at the beginning of the applicable four-quarter period, be permitted to Incur at least an additional $1.00 of Indebtedness under paragraph (a) of Section 4.09 hereof or (b) the pro forma Consolidated Coverage Ratio of the Successor Company immediately after giving effect to such transaction would be no less than the Consolidated Coverage Ratio of the Company immediately prior to such transaction; and (5) the Company will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture; provided that: (a) in giving such opinion such counsel may rely on such Officer’s Certificate as to any matters of fact, including without limitation as to compliance with the foregoing clauses; and (b) no Opinion of Counsel will be required for a consolidation, merger or transfer described in Section 5.01(c) hereof. In addition, the Company may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another any other Person. (b) The Successor Company will be substituted for, unlessand may exercise every right and power of, the Company under this Indenture. Thereafter, the Company (if it is not the Successor Company) will be relieved of all obligations and covenants under this Indenture, except that, in the case of a conveyance or transfer of less than all its assets, the Company will not be released from the obligation to pay the principal of and interest on the Notes. (c) The provisions of this Section 5.01 do not prohibit: (1) either: (a) such Issuer is the surviving Person; any Restricted Subsidiary from consolidating with, merging into or (b) the Person formed by transferring all or surviving any such consolidation or merger (if other than such Issuer) or part of its properties and assets to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation;or any other Restricted Subsidiary; and (2) the Person formed by or surviving any such consolidation or a merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely incorporated or organized for the purpose of reincorporating or reorganizing the Company in another jurisdictionjurisdiction to realize tax or other benefits. The definition of “Successor Company” will not include companies formed by consolidations, mergers or transfers of properties or assets pursuant to this Section 5.01(c).

Merger, Consolidation or Sale of Assets. (a) Neither The Company may not, in a single transaction or a series of the Issuers mayrelated transactions, directly or indirectly: (1) consolidate or merge with or into another Person (whether any Person, or not such Issuer is the survivor) or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to any Person unless: (1) either (A) in the case of a consolidation or merger, the Company, or any successor thereto, is the surviving or continuing corporation; or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition of the properties and assets of the Company and its Subsidiaries, taken as a whole, (i) shall be a corporation or limited liability company organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest and duration fees on all of the Notes and the performance of every covenant of the Notes and this Indenture on the part of the Company to be performed or observed; (2) in the event that such transaction involves (a) the incurrence by the Company or any Restricted Subsidiary, directly or indirectly, of additional Indebtedness (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries incurred in connection with or as a result of such transaction as having been incurred at the time of such transaction) and/or (b) the assumption contemplated by clause (1)(B)(ii) above (including giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction), then immediately after giving effect to such incurrence and/or assumption under clauses (a) and (b), (i) the Company, or any such other Person assuming the obligations of the Company through the operation of clause (1)(B) above, could Incur at least $1.00 of Indebtedness (other than Permitted Indebtedness) pursuant to the Consolidated Coverage Ratio test described above under Section 4.09(a) or (ii) the Consolidated Coverage Ratio of the Company (or such other Person assuming the obligations of the Company through the operation of clause (1)(B) above) is no less than the Company’s Consolidated Coverage Ratio immediately prior to such transaction or series of transactions; and (3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction) no Default and no Event of Default shall have occurred or be continuing. (b) Notwithstanding clause (2) or (3) above: (A) any Guarantor may consolidate with, or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, assets to another Person, unless: (1) either: (a) such Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in Section 4.09(a)another Guarantor; orand (B) the Fixed Charge Coverage Ratio of the Company or the Person formed by any Subsidiary may consolidate with or surviving any such consolidation merge with or merger (if other than the Company)into, or to which such salesell, assignmentassign, transfer, conveyancelease, lease convey or otherwise dispose of all or substantially all of its assets to any Person that has conducted no business and Incurred no Indebtedness or other disposition has been made, liabilities if such transaction is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing effecting a change in the state of incorporation or form of organization of the Company or such Subsidiary. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in another jurisdictiona single transaction or series of transactions) of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and 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. (a) Neither of the Issuers mayThe Company will not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor) surviving corporation); or (2ii) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: (1) either: (aA) such Issuer the Company is the surviving Person; or (bB) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; providedand, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying if such requirement so long as the Company entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made assumes all the obligations of such Issuer the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement (if any obligations thereunder remain unsatisfied) pursuant to a supplemental indenture in a form or other agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either either (A) 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, lease 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 test set forth in Section 4.09(a); or ) hereof or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is would be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3Section 5.01(a)(3) and (4) of Section 5.01(aa)(4) will not apply to (1) any merger or consolidation of the Company with or into one into, or any sale, assignment, transfer, conveyance, lease or other disposition of its Restricted Subsidiaries for any purpose all or (2) with substantially all of the Company’s properties or into assets to, an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectlyThe Company will not: (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor) surviving Person), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its the properties or assetsassets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (aA) such Issuer the Company is the surviving Person; or (bB) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; providedand, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying if such requirement so long as the Company entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (2ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer the Company under the Notes and Notes, this Indenture Indenture, pursuant to a supplemental indenture indenture, in a form reasonably satisfactory to the Trustee; (3iii) immediately after giving effect to such transaction, no Default or Event of Default exists;; and (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (Aiv) 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, lease or other disposition has been made, would would, on the date of 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 Section 4.09(a); or ) hereof or (B) the have had a Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the actual Fixed Charge Coverage Ratio of for the Company immediately prior to for such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenturefour-quarter period. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted SubsidiariesGuarantors. Clauses (3iii) and (4iv) of Section 5.01(a) hereof will not apply to (1i) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2ii) with or into an Affiliate solely for the purpose of reorganizing reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither None of Holdings, CyrusOne GP nor either of the Issuers may, directly or indirectly: (1) will consolidate or merge with or into another Person (whether into, or not such Issuer is the survivor) or (2) sell, assignconvey, transfer, convey, lease or otherwise dispose (collectively, a “transfer”) of all or substantially all of its properties property and assets (as an entirety or assets, substantially an entirety in one transaction or more a series of related transactions) to, any Person or permit any Person to another Personmerge with or into Holdings, CyrusOne GP or an Issuer unless: (1) either: (a) Holdings, CyrusOne GP or such Issuer is the surviving continuing Person; , or (b) the Person formed by or surviving any such consolidation or merger (if other than Holdings, CyrusOne GP or such Issuer) formed by such consolidation or to into which Holdings, CyrusOne GP or such saleIssuer is merged or that acquired or leased such property and assets of Holdings, assignment, transfer, conveyance, lease CyrusOne GP or other disposition has been made such Issuer is an entity organized or and validly existing under the laws of the United States, States of America or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the United States obligations of Holdings, CyrusOne GP or such Issuer on the District of ColumbiaNotes, the Note Guarantees and under this Indenture and the Registration Rights Agreement; provided, however, that Finance Corp. the Co-Issuer may not consolidate or merge with or into any Person other than a corporation satisfying such requirement requirements so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default exists;shall have occurred and be continuing: (43) in the case of a transaction involving Holdings, CyrusOne GP or the Company and not Finance Corp.the Co-Issuer, immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if Pro Forma Basis, the same had occurred at Company, or any Person becoming the beginning successor obligor of the applicable four-quarter periodNotes, either as the case may be, (A) 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, lease or other disposition has been made, would be permitted to incur could Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in compliance with Section 4.09(a); or ) or (B) the Fixed Charge Coverage has a Leverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other that is no higher than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Leverage Ratio of the Company immediately prior before giving effect to such transactionthe transaction and any related Incurrence of Indebtedness; provided that this clause (3) will not apply to (i) a consolidation or merger of one or more Restricted Subsidiaries with or into the Company or (ii) any merger effected solely to change the state of domicile of Holdings, CyrusOne GP or the Company; and (54) Holdings, CyrusOne GP or such Issuer has delivered delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that such consolidation, merger or disposition transfer and such supplemental indenture, if any, comply indenture complies with this Indentureprovision and that all conditions precedent provided for herein relating to such transaction have been complied with. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of Holdings nor the Issuers Company may, directly or indirectly: (1) , consolidate or merge with or into another Person or wind up into (whether or not such Issuer Holdings or the Company, as applicable, is the survivorsurviving corporation) or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of its Holdings’ or the Company’s properties or assets, as applicable, in one or more related transactions, to another Person, any Person unless: (1) either: (a) such Issuer Holdings or the Company, as applicable, is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than Holdings or the Company), as applicable) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has will have been mademade is a corporation, partnership (including a limited partnership), trust or limited liability company organized or existing under the laws of the jurisdiction of organization of Holdings or the Company, as applicable, or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company is the successor to the Company and is not a corporation, a co-obligor of the Notes is a corporation; (2) the Successor Company, if other than Holdings or the Company, expressly assumes all the obligations of Holdings or the Company, as applicable, under this Indenture and the Guarantee or the Notes, as applicable, pursuant to a supplemental indenture or other documents or instruments; (3) immediately after such transaction, no Default exists; (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, (A) Holdings or the Successor Company (if the successor to Holdings), as applicable, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); , or (B) the Fixed Charge Coverage Ratio of for Holdings or the Successor Company (if the successor to Holdings) and its Restricted Subsidiaries would be equal to or greater than such Ratio for Holdings and its Restricted Subsidiaries immediately prior to such transaction; (5) each Guarantor, unless (i) it is the other party to the transactions described above, in which case Section 5.01(b)(1)(B) shall apply or (ii) Holdings is the surviving entity, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and (6) the Company or the Successor Company (if the successor to 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, if any, complies with this Indenture. The Successor Company will succeed to, and be substituted for, Holdings or the Company, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding the foregoing clauses (3) and (4) of this Section 5.01(a), (1) any Restricted Subsidiary (other than the Company) may consolidate with or merge into or transfer all or part of its properties and assets to Holdings, the Company or a Guarantor, and (2) Holdings or the Company may merge with an Affiliate of Holdings or the Company, as the case may be, solely for the purpose of reincorporating Holdings or the Company in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of Holdings and its Restricted Subsidiaries is not increased thereby. (b) No Subsidiary Guarantor will, and Holdings will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: (1) (A) such Guarantor is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than the Company), such Guarantor) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has will have been mademade is a corporation, is equal to partnership, trust or greater than limited liability company organized or existing under the Fixed Charge Coverage Ratio laws of the Company jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”); (A) the Successor Person, if other than a Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to a supplemental indenture or other documents or instruments; (B) immediately prior to after such transaction, no Default or Event of Default exists; andor (5C) such Issuer has the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such supplemental indenture, if any, comply complies with this Indenture.; (b2) Notwithstanding anything contained except in the case of an Intermediate Parent, the transaction is made in compliance with Section 4.10 herein, if applicable; or (3) in the case of assets comprised of Equity Interests of Subsidiaries that are not Guarantors, such Equity Interests are sold, assigned, transferred, leased, conveyed or otherwise disposed of to one or more Restricted Subsidiaries. Subject to Section 5.02 herein, the Successor Person will succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may (1) merge or consolidate with or into, wind up into or transfer all or part of its properties and assets to another Guarantor or the contraryCompany, in the event the Company becomes a corporation (2) merge with an Affiliate of Holdings or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing reincorporating the Company Subsidiary Guarantor in another jurisdictionthe United States, any state thereof, the District of Columbia or any territory thereof, (3) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor, or (4) liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interests of Holdings, in each case, without regard to the requirements set forth in this Section 5.01(b).

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Issuer shall not, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not such the Issuer is the survivor) or (2) surviving corporation), and the Issuer will not sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another PersonPerson (including by way of consolidation or merger), unless: (1) either: (aA) such the Issuer is the surviving Person; corporation or (bB) the Person formed by or surviving any such consolidation or merger (if other than such the Issuer) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made is an entity a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; providedprovided that, howeverin the case such Person is a limited liability company or a partnership, such Person will form a Wholly Owned Subsidiary that Finance Corp. may not consolidate or merge with or into any Person other than is a corporation satisfying and cause such requirement so long as Subsidiary to become a co-issuer of the Company is not a corporationNotes; (2) the Person formed by or surviving any such consolidation or merger (if other than such the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made assumes all the obligations of such Issuer the Issuer, as the case may be, under the Notes and this Indenture pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3) immediately after such transactiontransaction and any related financing transactions, no Default or Event of Default exists;; and (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer), or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made, on the date of 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 either (A) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a4.10(a); or , or (B) the would have a Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any on such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater basis higher than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenturetransactions. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses clauses (3) and (4) of Section 5.01(a), the Issuer may merge or consolidate with a Restricted Subsidiary incorporated solely for the purposes of organizing the Issuer in another jurisdiction. (c) The Issuer 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. (d) This Section 5.01 will not apply to (1) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionthat are Guarantors.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: (1) either: (a) such Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and Clause (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: (1) either: (a) such Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company Partnership is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company Partnership and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either: (A) the Company Partnership or the Person formed by or surviving any such consolidation or merger (if other than the CompanyPartnership), or to which such sale, assignment, transfer, conveyance, lease 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 test set forth in Section 4.09(a)) hereof; or (B) the Fixed Charge Coverage Ratio of the Company Partnership or the Person formed by or surviving any such consolidation or merger (if other than the CompanyPartnership), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company Partnership immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Section 5.01(a) hereof will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Partnership and its Restricted Subsidiaries. Sections 5.01(a)(3) and (4) hereof will not apply to any merger or consolidation of the Partnership (1) with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of organizing the Partnership under the laws of another jurisdiction. Notwithstanding anything contained the restrictions described in this Indenture to the contrarySection 5.01(a) hereof, in the event the Company Partnership becomes a corporation or the Company Partnership or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company Partnership or it may be dissolved in accordance with this Indenture and cease to be an Issuer. (c) This Notwithstanding Section 5.01 will not apply to 5.01(a) hereof, the Partnership may reorganize as any other form of entity in accordance with the following procedures provided that: (1) any statutory the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company to Partnership into a corporation or another form of entity or other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any salestate thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Partnership under the Notes and this Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default (other than a Reporting Default) or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) For purposes of this Section 5.01, the transfer (by lease, assignment, transfersale or otherwise, conveyance, lease in a single transaction or other disposition series of transactions) of all or substantially all of the properties or assets between of one or among the Company and its more Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation Subsidiaries of the Company with Partnership, the Capital Stock of which constitutes all or into one substantially all of its Restricted Subsidiaries for any purpose the properties or (2) with assets of the Partnership, shall be deemed to be the transfer of all or into an Affiliate solely for substantially all of the purpose properties or assets of reorganizing the Company in another jurisdictionPartnership.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ), or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (a) such Issuer is the surviving Person; survivor or (b2) the Person formed by or surviving any such consolidation or merger (if other than such IssuerIssuer ) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has shall have been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the TrusteeIndenture; (3c) immediately after such transaction, transaction no Default or Event of Default exists; (4d) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either; (Ai) 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, conveyancelease, lease conveyance or other disposition has shall have been mademade will, would on the date of 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, 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(a)4.09 hereof; or (Bii) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of 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, conveyancelease, lease conveyance or other disposition has been made, is will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to before such transactiontransactions; and (5e) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, indenture (if any, ) comply with this Indenture. (b) . Notwithstanding anything contained in this Indenture to the contrary, restrictions described in the event the Company becomes a corporation foregoing clauses (c) and (d), any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or another Restricted Subsidiary without complying with the Person formed by preceding clauses (c) and (d) in connection with any such consolidation, merger or surviving disposition. Notwithstanding the second preceding paragraph of this Section 5.01, the Company may reorganize as any consolidation or merger (permitted other form of entity in accordance with the terms following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this Indentureclause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is a corporation, Finance Corp. may be merged into the Company subject to federal or it may be dissolved and cease state income taxation as an entity or (b) is considered to be an Issuer. (c“includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation Code or another form of entity any similar state or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionlocal law).

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) The Company shall not consolidate or merge with or into another Person (whether into, or not such Issuer is the survivor) or (2) sell, assign, transferlease, convey, lease transfer or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, property to another Person, Person unless: (1) either: (a) such Issuer (i) the Company is the surviving Person; entity, as applicable, or (bii) the Person formed by or surviving any such consolidation or merger (successor entity, if other than such Issuer) the Company, is a U.S. corporation, partnership, limited liability company or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws trust and assumes by supplemental indenture all of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the Company’s obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the TrusteeIndenture; (3b) to the extent the successor entity is not the Company, each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this covenant, shall have by amendment to its applicable Guarantee confirmed that such Guarantee shall apply to the obligations of the successor entity in accordance with the Notes and this Indenture; (c) immediately after such giving effect to the transaction, no Default or Event of Default existsDefault, and no event that, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; (4d) as a result of any consolidation, merger, sale or lease, conveyance or transfer or other disposition described in this Section 5.01, properties or assets of the Company or any Restricted Subsidiary would become subject to any Lien that would not be permitted by Section 4.08 without equally and ratably securing the Notes, the Company or such successor entity, as the case may be, will take the steps as are necessary to secure effectively the Notes equally and ratably with, or prior to, all debt for borrowed money secured by those ▇▇▇▇▇ as described above, such Lien securing the Notes to be effective only for so long as such properties or assets shall remain subject to such additional Lien; and (e) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, transfer or disposition other conveyance or disposition, but not a lease, in a transaction in which there is a successor entity to ▇. ▇▇▇▇▇, the successor entity will succeed to, and be substituted for, the Company under this Indenture, and the Company will be released from its obligations under the notes or the guarantees, as applicable, and such supplemental indenture, if any, comply with this Indentureagreements. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Issuer shall not, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not such the Issuer is the survivor) or (2) surviving corporation), and the Issuer will not sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another PersonPerson (including by way of consolidation or merger), unless: (1) either: (aA) such the Issuer is the surviving Person; corporation or (bB) the Person formed by or surviving any such consolidation or merger (if other than such the Issuer) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made is an entity a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; providedprovided that, howeverin the case such Person is a limited liability company or a partnership, such Person will form a Wholly Owned Subsidiary that Finance Corp. may not consolidate or merge with or into any Person other than is a corporation satisfying and cause such requirement so long as Subsidiary to become a co-issuer of the Company is not a corporationNotes; (2) the Person formed by or surviving any such consolidation or merger (if other than such the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made assumes all the obligations of such Issuer the Issuer, as the case may be, under the Notes and this Indenture pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3) immediately after such transactiontransaction and any related financing transactions, no Default or Event of Default exists;; and (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer), or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made, on the date of 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 either (A) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a4.10(a); or , or (B) would have a Fixed Charge Coverage Ratio on such basis higher than the Fixed Charge Coverage Ratio immediately prior to such transactions. (b) Notwithstanding clauses (3) and (4) of the Company or the Person formed by or surviving any such consolidation or merger (if other than the CompanySection 5.01(a), the Issuer may merge or consolidate with a Restricted Subsidiary incorporated solely for the purposes of organizing the Issuer in another jurisdiction. (c) The Issuer shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to which such any other Person. (d) This Section 5.01 will not apply to a sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made, is equal to of assets between or greater than among the Fixed Charge Coverage Ratio Issuer and any of the Company immediately prior to such transaction; andits Restricted Subsidiaries that are Guarantors. (5e) In connection with any such consolidation, merger, sale, assignment, transfer, conveyance or other disposition, the Issuer has delivered shall deliver, or cause to be delivered, to the Trustee 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 disposition and such supplemental indenturemerger, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease conveyance or other disposition of properties and the supplemental indenture in respect thereto comply with this Indenture and that all conditions precedent therein provided for relating to such transactions have been complied with. (f) Upon any such consolidation, merger, sale, assignment, transfer, conveyance or assets between or among other disposition, the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or successor Person formed by such consolidation of the Company with or into one which the Issuer is merged or the successor Person to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer in this Indenture, and when a successor Person assumes all the obligations of its Restricted Subsidiaries for any purpose predecessor under this Indenture or (2) with or into an Affiliate solely for the purpose Notes, the predecessor shall be released from those obligations; provided, however, that in the case of reorganizing a transfer by lease, the Company in another jurisdictionpredecessor shall not be released from the payment of principal of, premium, if any, and interest on the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) The Company shall not consolidate or merge with or into another any other Person (whether or not such Issuer the Company is the survivor) surviving corporation), or (2) permit any other Person to consolidate or merge with or into the Company, nor will the Company sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, transactions to another Personcorporation, Person or entity unless: (1) either: (a) such Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (Ai) the Company shall be the surviving corporation or 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, conveyancelease, lease conveyance or other disposition has shall have been mademade (the "Surviving Entity"), is a corporation organized and existing under the laws of the United States, any state thereof, or the District of Columbia; (ii) the 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 Indenture; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving effect to such transaction, the Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, would be at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction; (v) 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 test set forth in Section 4.09(a)4.9 hereof; or and (Bvi) in the Fixed Charge Coverage Ratio case of a transfer of assets, the Surviving Entity has acquired all or substantially all of the assets of the Company or as an entirety. The Company shall deliver to the Person formed by or surviving any such consolidation or merger (if other than Trustee prior to the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than consummation of the Fixed Charge Coverage Ratio proposed transaction an Officers' Certificate of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate foregoing effect and an Opinion of Counsel, each Counsel stating that such consolidation, merger or disposition the proposed transaction and such supplemental indenture, if any, indenture comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) The Company may not consolidate with or merge with or into another Person (whether into, or not such Issuer is the survivor) or (2) sell, assign, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of its properties or assetsassets to, in one or more related transactions, to another any Person, unless: (1) either: (a) such Issuer is the surviving Person; or (bi) the resulting, surviving or transferee Person formed by or surviving any such consolidation or merger (if other than such Issuernot the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or and existing under the laws of the United StatesStates of America, any state of the United States State thereof or the District of Columbia; providedColumbia and such Person expressly assumes by a supplemental indenture, howeverexecuted and delivered to the Trustee, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as in form satisfactory to the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such saleTrustee, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to and the Trustee; Notes; (3ii) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving Pro Forma effect to such transaction and other related transactions (and treating any related financing Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction on a pro forma basis as if the same had occurred having been issued by such Person or such Subsidiary at the beginning time of such transaction), no Default has occurred and is continuing; (iii) immediately after giving Pro Forma effect to such transaction and other related transactions, the applicable four-quarter periodresulting, either surviving or transferee Person would either (A) 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, lease or other disposition has been made, would be permitted able to incur at least $1.00 of additional Indebtedness Debt pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or ) hereof or (B) the Fixed Charge have a Consolidated EBITDA Coverage Ratio of for the Company most recently ended four full fiscal quarters for which financial statements are available that is greater than 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio that of the Company immediately prior to giving effect to such transaction; and and (5iv) such Issuer has delivered the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such supplemental indenture, 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. (b) Notwithstanding anything contained in The resulting, surviving or transferee Person will be the successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the predecessor Company under this Indenture to the contraryand thereafter, except in the event case of a lease, the predecessor Company becomes a corporation or will be discharged from all obligations and covenants under the Company or Indenture Documents, the Person formed by or surviving any consolidation or merger (permitted in accordance with Security Documents and the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an IssuerIntercreditor Agreement. (c) This Unless the Subsidiary Guarantee of a Subsidiary Guarantor is being released as permitted by Section 5.01 will not apply to (1) any statutory conversion of the Company to 10.04 hereof in connection with a corporation or another form of entity or (2) any sale, assignment, transfermerger, conveyance, lease transfer or other disposition of properties or assets between or among lease, the Company will not permit such Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to, any Person (other than the Company or a Subsidiary Guarantor) unless either: (i) (A) the resulting, surviving or transferee Person (if not such Subsidiary Guarantor) is organized and existing under the laws of the jurisdiction under which such Subsidiary Guarantor was organized or under the laws of the United States of America, any State thereof or the District of Columbia and such Person expressly assumes by a supplemental guarantee agreement, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Restricted Subsidiaries. Clauses Subsidiary Guarantee; (3B) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of the transaction), no Default has occurred and is continuing; and (4C) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Section 5.01(a) will not apply to (1) any Counsel, each stating that such consolidation, merger or consolidation of transfer and such supplemental guarantee agreement (if any) comply with this Indenture; or (ii) such transaction is an Asset Sale (and is permitted by Section 4.10 hereof) or is a transaction that is excluded from the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictiondefinition thereof.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor) surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its the properties or assetsassets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: : (aA) such Issuer the Company is the surviving Personcorporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; providedand, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying if such requirement so long as the Company entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the TrusteeIndenture; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease or other disposition has been mademade would, would on the date of 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 (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)) hereof; or or (Bii) the have had a Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater no less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has there shall be delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent contained in this Indenture relating to such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenturetransaction have been satisfied. (b) Notwithstanding anything contained in The successor Person (if other than the Company) shall succeed to, and be substituted for, the Company under this Indenture to and the contraryNotes, and in the such event the Company becomes a corporation or shall automatically be released and discharged from its obligations under this Indenture and the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) Notes. This Section 5.01 will shall not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries; provided that any sale, assignment, transfer, conveyance, lease or other disposition of assets from the Company or any Restricted Subsidiary to a Restricted Subsidiary that is not a Guarantor must not be prohibited by Section 4.07 hereof. Clauses (3Sections 5.01(a)(3) and (4) of Section 5.01(a) will shall not apply to (1) any merger or consolidation of the Company (1) with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ); or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, to another Person, ; unless: (1i) either: (aA) such Issuer is the surviving Personsurvivor; or (bB) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made assumes all the obligations of such Issuer under the Notes Notes, this Indenture, the Collateral Documents and this Indenture the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction, transaction or series of transactions no Default or Event of Default exists; (4iv) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either: (A) 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, conveyancelease, lease conveyance or other disposition has been mademade shall, would on the date of such transaction or series of transactions after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or) hereof; (B) immediately after giving effect to such transaction or series of transactions on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of 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, conveyancelease, lease conveyance or other disposition has been made, is made shall be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior before such transaction; or (C) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Consolidated Net Worth of 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 has been made shall not be less than the Consolidated Net Worth of the Company immediately before such transaction; (v) in the case of a transaction involving the Company and not Finance Corp., either the Company or the Person surviving any such consolidation or merger or to which such sale, assignment, transfer, lease conveyance or other disposition has been made, as applicable, will cause such amendments or other instruments to be filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Collateral Documents on the Collateral owned by or transferred to such Person, together with such financing statements as may be required to perfect any security interests in such Collateral, which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant jurisdiction; (vi) the Collateral owned by or transferred to the Company or the Person formed by such consolidation or merger, as applicable, will: (A) continue to constitute Collateral under this Indenture and the Collateral Documents; and (5B) not be subject to any Liens other than Permitted Liens; and (vii) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, indenture and Collateral Documents (if any, ) comply with this IndentureIndenture and that such supplemental indenture and Collateral Documents (if any) are enforceable, subject to customary exceptions. (b) Notwithstanding anything contained in this Indenture to the contrarypreceding paragraph, in the event the Company becomes a corporation or the Company or the Person formed by or surviving is permitted to reorganize as any consolidation or merger (permitted other form of entity in accordance with the terms following procedures provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, this Indenture, the Collateral Documents and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this Indentureclause (v) a reorganization shall not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (A) is a corporationsubject to federal, Finance Corp. may be merged into the Company state or it may be dissolved and cease local income taxation as an entity or (B) is considered to be an Issuer. (c“includable corporation” of an affiliated group of corporations with the meaning of Section 1504(b)(i) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation Code or another form of entity any similar state or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionlocal law).

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor) surviving corporation), or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: Person unless (1i) either: (a) such Issuer the Company is the surviving Personcorporation 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; or (bii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such IssuerCompany) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made assumes all the obligations of such Issuer the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; ; (3iii) immediately after such transaction, transaction no Default or Event of Default exists; ; and (4iv) except in the case of a transaction involving merger of the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on with or into a pro forma basis as if the same had occurred at the beginning Wholly Owned Restricted Subsidiary of the applicable four-quarter periodCompany, either (A) 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, lease conveyance or other disposition has shall have been mademade (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 (B) will, would 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, 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(a); or4.09 hereof. (Bb) 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. (c) Notwithstanding anything contrary to the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)contrary in this section 5.01, or this Section 5.01 shall not be applicable to which such a sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease conveyance or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionGuarantors.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ), or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (a) such Issuer is the surviving Person; survivor or (b2) the Person formed by or surviving any such consolidation or merger (if other than such IssuerIssuer ) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3c) immediately after such transaction, transaction no Default or Event of Default exists; (4d) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either: (Ai) 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, conveyancelease, lease conveyance or other disposition has been mademade will, would on the date of 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, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or5.09(a) hereof; (Bii) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of 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, conveyancelease, lease conveyance or other disposition has been made, is made will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior before such transaction; or (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of 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 has been made will not be less than the Consolidated Net Worth of the Company immediately before such transaction; and (5e) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, indenture (if any, ) comply with this Indenture. (b) . Notwithstanding anything contained in the preceding clauses of this Indenture to the contrarySection 6.01, in the event the Company becomes a corporation or the Company or the Person formed by or surviving is permitted to reorganize as any consolidation or merger (permitted other form of entity in accordance with the terms following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this Indentureclause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is a corporation, Finance Corp. may be merged into the Company subject to federal or it may be dissolved and cease state income taxation as an entity or (b) is considered to be an Issuer. (c“includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation Code or another form of entity any similar state or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionlocal law).

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) The Company will not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor) surviving corporation), or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, to another Person, unless: Person unless (1i) either: (a) such Issuer the Company is the surviving Person; corporation or (b) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has shall have been made is an entity organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying and if such requirement so long as the Company entity is not a corporation; , a co-obligor of the Notes is a corporation organized or existing under such laws; (2ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has shall have been made assumes all the obligations of such Issuer the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; ; (3iii) immediately before and after such transaction, transaction no Default or Event of Default exists; shall have occurred and be continuing; and (4iv) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Restricted Subsidiary, immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has shall have been mademade will, would 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 test set forth in the first paragraph of Section 4.09(a); or 4.09 or (By) the have a Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, that is equal to or greater no less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) The Company will not consolidate or merge with or into another Person (whether into, or not such Issuer is the survivor) or (2) sell, assign, transfer, convey, lease transfer or otherwise dispose (collectively, a “transfer”) of all or substantially all of its properties property and assets (as an entirety or assets, substantially an entirety in one transaction or more a series of related transactions) to, any Person or permit any Person to another Person, merge with or into the Company unless: (1) either: (a) such Issuer the Company is the surviving continuing Person; , or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such Issuer) consolidation or to into which the Company is merged or that acquired such sale, assignment, transfer, conveyance, lease or other disposition has been made property and assets of the Company is an entity organized or and validly existing under the laws of the United States, States of America or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the United States or the District obligations of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporationon the Notes, the Note Guarantees and under this Indenture and the Registration Rights Agreement; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default exists;shall have occurred and be continuing; and (43) in the case of a transaction involving the Company and not Finance Corp.Company, immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if Pro Forma Basis, the same had occurred at Company, or any Person becoming the beginning successor obligor of the applicable four-quarter periodNotes, either as the case may be, (A) 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, lease or other disposition has been made, would be permitted to incur could Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in compliance with both clause (a) and clause (c) of Section 4.09(a); or 4.09 hereof or (B) the Fixed Charge Coverage has a Leverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other that is no higher than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Leverage Ratio of the Company immediately prior before giving effect to such transactionthe transaction and any related Incurrence of Indebtedness; provided that this clause (3) will not apply to (i) a consolidation or merger of one or more Restricted Subsidiaries with or into the Company or (ii) any merger effected solely to change the state of domicile of the Company; and (54) such Issuer has delivered if the Company will not be the continuing Person, the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that such consolidation, merger or disposition transfer and such supplemental indenture, if any, comply indenture complies with this Indenture. (b) provision and that all conditions precedent provided for herein relating to such transaction have been complied with. Notwithstanding anything contained in the foregoing, this Indenture Section 5.01 shall not apply to the contrary, in lease of all or substantially all of the event the Company becomes a corporation or real estate assets of the Company or the Person formed by any of its respective Subsidiaries to MGM or surviving any consolidation its Subsidiaries or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company another operator pursuant to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease Master Lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionsimilar leases.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) surviving corporation); or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, ; unless: (1) either: (a) such Issuer is the surviving Personcorporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, Columbia (provided that Finance Corp. may not consolidate if the Person formed by or merge surviving any such consolidation or merger with either Issuer is a limited liability company or into any a Person other than a corporation satisfying such requirement so long as corporation, a corporate co-issuer shall also be an obligor with respect to the Company is not a corporationNotes); (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made assumes all the obligations of such Issuer the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, transaction no Default or Event of Default exists;; and (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)) will, or to which on the date of such saletransaction after giving pro 66 67 forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, assignment, transfer, conveyance, lease or other disposition has been made, would either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Leverage Ratio test set forth in the first paragraph of Section 4.09(a); or 4.10 or (Bb) the Fixed Charge Coverage have a Leverage Ratio of the Company or the Person formed by or surviving any immediately after giving effect to such consolidation or merger (if other no greater than the Company)Leverage Ratio immediately prior to such consolidation or merger. 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 which such any other Person. This Section 5.01 shall not apply to a sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease conveyance or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionWholly Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: (1) either: (a) such Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; (5) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) shall take such action (or agree to take such action) as may be necessary to cause any property or assets that constitute Collateral owned by or transferred to such Person to be subject to a Priority Lien in the manner and to the extent required under the Note Documents and shall deliver an opinion of counsel as to the enforceability of any amendments, supplements or other instruments with respect to the Note Documents to be executed, delivered, filed and recorded, as applicable, and such other matters as the Trustee or the Collateral Agent, as applicable, may reasonably request; and (56) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and Clause (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither In the event that the Company shall be a party to any transaction, (including without limitation (i) any recapitalization or reclassification of the Issuers mayCommon Stock (other than a change in par value, directly or indirectly: from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (1ii) consolidate any consolidation of the Company with, or merge with or into merger of the Company into, any other Person, any merger of another Person into the Company (whether other than a merger which does not result in a reclassification, conversion, exchange or not such Issuer is cancellation of outstanding shares of Common Stock of the survivorCompany), (iii) any sale or (2) sell, assign, transfer, convey, lease or otherwise dispose transfer of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: (1) either: (a) such Issuer is the surviving Person; assets of the Company or (biv) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or compulsory share exchange), pursuant to which such saleeither shares of Common Stock shall be converted into the right to receive other securities, assignment, transfer, conveyance, lease cash or other disposition has been made is an entity organized or existing under the laws of the United Statesproperty, any state of the United States or the District of Columbia; providedor, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a sale or transfer of all or substantially all of the assets of the Company, the holders of Common Stock shall be entitled to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction involving whereby the Company Holder of each Debenture then outstanding shall have the right thereafter to convert such Debenture only into the kind and not Finance Corp.amount of the securities, cash or other property that would have been receivable upon such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock issuable upon conversion of such Debenture immediately after giving effect prior to such transaction and any related financing transaction on a pro forma basis as if the same had occurred recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange, subject to funds being legally available for such purpose under applicable law at the beginning time of the applicable four-quarter period, eithersuch conversion. (Ab) the Company The company or the Person formed by or surviving any such consolidation or resulting from such merger (if other than or which acquired such assets or which acquires the Company)'s shares, as the case may be, shall make provision in its certificate or to which such sale, assignment, transfer, conveyance, lease articles of incorporation or other disposition has been madeconstituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, would be permitted to incur at least $1.00 of additional Indebtedness pursuant for events subsequent to the Fixed Charge Coverage Ratio test set forth effective date of such certificate or articles of incorporation or other constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio this Article XV. The above provisions shall similarly apply to successive transactions of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indentureforegoing type. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation) or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its properties or assetsRestricted Subsidiaries taken as a whole, in one or more related transactions, to another PersonPerson or Persons, unless: (1i) either: (a) such Issuer the Company is the surviving Personcorporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made (i) is an entity a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia (provided that if such Person is a limited liability company or partnership (A) a corporate Wholly Owned Restricted Subsidiary of such Person organized or existing under the laws of the United States States, any state thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than (B) a corporation satisfying of which such requirement so long as Person is a Wholly Owned Restricted Subsidiary organized or existing under the Company is not a corporation; (2) laws of the Person formed by or surviving United States, any such consolidation or merger (if other than such Issuer) state thereof or the Person to which such saleDistrict of Columbia, assignment, transfer, conveyance, lease is a co-issuer of the Notes or other disposition has been made becomes a co-issuer of the Notes in connection therewith) and (ii) assumes all the obligations of such Issuer the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3ii) immediately after giving effect to such transaction, transaction no Default or Event of Default exists; (4iii) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter periodbasis, either (Aa) 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, lease conveyance or other disposition has shall have been made, would will, on the date of 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, be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or 4.03(a) or (Bb) the Fixed Charge Coverage Ratio of for 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, lease conveyance or other disposition has shall have been made, is as applicable, would be equal to or greater than the Fixed Charge Coverage Ratio of for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (5iv) each Subsidiary Guarantor, unless such Issuer Guarantor is the Person with which the Company has delivered entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the Trustee an Officers’ Certificate obligations of such surviving Person in accordance with the Notes and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contraryIn addition, in the event the Company becomes a corporation will not, directly or the Company indirectly, lease all or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion substantially all of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among of the Company and its Restricted Subsidiaries, considered as one entity, in one or more related transactions, to any other Person. Clauses The provisions described in clauses (3ii) and (4iii) of Section 5.01(a) will not apply to (1) any merger merger, consolidation or consolidation sale, assignment, lease, transfer, conveyance or other disposition of assets between or among the Company with or into one and any of its Restricted Subsidiaries for any purpose and the Issuer or (2) if the sole purpose of the transaction is to change the jurisdiction of incorporation of the Company or to form a holding company for the Company (provided that such holding company becomes a guarantor). (c) Upon consummation of the Merger and the execution of the supplemental indenture attached as Exhibit D hereto by ACCO, the Issuer will not, directly or indirectly: (1) consolidate or merge with or into an Affiliate solely another Person (whether or not the Issuer is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless (i) either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (i) is a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia (provided that if such Person is a limited liability company or partnership (A) a corporate Wholly-Owned Restricted Subsidiary of such Person organized or existing under the laws of the United States, any state thereof or the District of Columbia, or (B) a corporation of which such Person is a Wholly-Owned Restricted Subsidiary organized or existing under the laws of the United States, any state thereof or the District of Columbia, is a co-issuer of the Notes or becomes a co-issuer of the Notes in connection therewith) and (ii) assumes all the obligations of the Issuer under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; and (ii) immediately after giving effect to such transaction no Default or Event of Default exists. In addition, the Issuer will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. The provision described in clause (2) of the immediately preceding paragraph will not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets (1) between or among the Company or any of its Restricted Subsidiaries and the Issuer (2) if the sole purpose of the transaction is to change the jurisdiction of incorporation of the Issuer or to form a holding company for the purpose of reorganizing the Company in another jurisdictionIssuer (provided that such holding company becomes a guarantor).

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectlyThe Company will not: (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor) surviving Person), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its the properties or assetsassets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (aA) such Issuer the Company is the surviving Person; or (bB) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; providedand, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying if such requirement so long as the Company entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (2ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer the Company under the Notes and this Indenture Note Documents, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trusteeindenture; (3iii) immediately after giving effect to such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (Aiv) 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, lease or other disposition has been made, would would, on the date of 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 Section 4.09(a)) hereof; or provided, that for purposes of this provision such ratio shall be 2.0 to 1.0 or (B) the have had a Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter period; (v) if the Company is not the surviving Person, each Guarantor shall have by supplemental indenture confirmed that its Guarantee shall apply to the surviving Person’s obligations in respect of this Indenture and the Notes shall continue to be in effect; (vi) to the extent any property or assets of the Person which is merged or consolidated with or into the Company immediately prior or owned by or transferred to the successor issuer are property or assets of the type that would constitute Collateral, the Company or the successor issuer, as applicable, will take such transactionaction, if any, as may be reasonably necessary to cause such property and assets to be subject to the Parity Liens of the applicable Security Documents in the manner and to the extent required under the Note Documents and shall take all reasonably necessary action so that such Liens are perfected to the extent required by the applicable Note Documents; and (5vii) such Issuer has the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or disposition lease does not violate the terms of each applicable Priority Lien Document and each applicable Parity Lien Document, and that all conditions precedent provided for in the Indenture relating to such supplemental indentureconsolidation, if anymerger, comply with this Indentureconveyance, transfer or lease have been complied with. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted SubsidiariesGuarantors. Clauses (3iii) and (4iv) of Section 5.01(a) hereof will not apply to (1i) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2ii) with or into an Affiliate solely for the purpose of reorganizing reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither The Company shall not in a single transaction or through a series of the Issuers may, directly or indirectly: (1) related transactions consolidate with or merge with or into another Person (whether into, or not such Issuer is the survivor) directly or (2) indirectly sell, assign, transfer, convey, lease or otherwise dispose of convey all or substantially all of its properties and assets to, another Person (except any Restricted Subsidiary existing on the date hereof and except any other Restricted Subsidiary created or assetsacquired after the date hereof with a positive Consolidated Net Worth, PROVIDED that in one connection with any merger of the Company with any such Subsidiary, no consideration (other than common stock in the surviving corporation or more related transactions, the Company) shall be issued or distributed to another Person, the stockholders of the Company) unless: (1) either: (a) such Issuer (i) the Company is the surviving Person; continuing person or (bii) the Person formed by resulting, surviving or surviving any such consolidation transferee entity (the "Surviving Entity") is a corporation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity partnership organized or and existing under the laws of the United States, any state of the United States thereof or the District of Columbia; providedColumbia and expressly assumes by supplemental indenture, howeverexecuted and delivered to the Trustee, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under this Indenture and the Securities; (3b) immediately after giving effect to such transaction, no Default or and no Event of Default existsunder this Indenture shall have occurred and be continuing; (4c) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if PRO FORMA basis, the same had occurred at the beginning Consolidated Net Worth of the applicable four-quarter period, either (A) 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, lease or other disposition has been made, would be permitted to incur Surviving Entity is at least $1.00 of additional Indebtedness pursuant equal to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio Consolidated Net Worth of the Company immediately prior to such transaction; and (5d) immediately after giving effect to such Issuer has delivered to transaction on a PRO FORMA basis, the Trustee an Officers’ Certificate and an Opinion Fixed Charge Coverage Ratio of Counsel, each stating the Surviving Entity is at least 1:1; PROVIDED that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion Fixed Charge Coverage Ratio of the Company before giving effect to a corporation or another form such transaction is within the range set forth in column (A) below, then the PRO FORMA Fixed Charge Coverage Ratio of entity or the Surviving Entity shall be at least equal to the lesser of (2x) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation ratio determined by multiplying the percentage set forth in Column B by the Fixed Charged Charge Coverage Ratio of the Company with or into one of its Restricted Subsidiaries for any purpose or prior to such transaction, and (2y) with or into an Affiliate solely for the purpose of reorganizing the Company ratio set forth in another jurisdiction.Column C below: (A) (B) (C) --- --- ---

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) surviving corporation); or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, ; unless: (1) either: (a) such Issuer is the surviving Personcorporation; or (b) the Person formed 78 by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, Columbia (provided that Finance Corp. may not consolidate if the Person formed by or merge surviving any such consolidation or merger with either Issuer is a limited liability company or into any other Person other than a corporation satisfying such requirement so long as corporation, a corporate co-issuer shall also be an obligor with respect to the Company is not a corporationNotes); (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made assumes all the obligations of such Issuer the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, transaction no Default or Event of Default exists;; and (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)) will, or to which on the date of such saletransaction 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, assignment, transfer, conveyance, lease or other disposition has been made, would either (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Leverage Ratio test set forth in the first paragraph of Section 4.09(a); or 4.10 or (B) the Fixed Charge Coverage have a Leverage Ratio of the Company or the Person formed by or surviving any immediately after giving effect to such consolidation or merger (if other no greater than the Company)Leverage Ratio immediately prior to such consolidation or merger. 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 which such any other Person. This Section 5.01 shall not apply to a sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease conveyance or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionWholly-Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) Neither None of the Issuers or the Parent may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer or the Parent is the survivor) ); or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, to another Person, unless: (1) either: (a) such Issuer or the Parent, as applicable, is the surviving Personsurvivor; or (b) the Person formed by or surviving any such consolidation or merger (if other than such IssuerIssuer or the Parent, as applicable) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such IssuerIssuer or the Parent, as applicable) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made assumes all the obligations of such Issuer or the Parent, as applicable, under the Notes Notes, this Indenture, the Security Documents and this Indenture Parent’s guarantee of the Notes, if applicable, pursuant to a supplemental indenture in a form agreements reasonably satisfactory necessary to assume such obligations or required by the Trusteeterms thereof; (3) immediately after such transaction, transaction no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp.Parent, immediately either (a) the Parent, or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect to such transaction thereto and any related financing transaction on a pro forma basis transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in the first paragraph of Section 4.09(a)4.09; or (Bb) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company Parent, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent), or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made, is will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to giving effect to such transaction; and; (5) such Issuer or the Parent has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indentureindenture (if any) and any other agreements reasonably necessary to assume such obligations or required by the terms thereof comply with this Indenture and, with respect to such Opinion of Counsel, that such supplemental indenture (if any) and any other such agreements are the legal, valid and binding obligations of the Parent or Issuer party thereto, enforceable against it or them in accordance with their terms; and (6) to the extent any assets of the Person which is merged or consolidated with or into such Issuer or the Parent are assets of the type which would constitute Collateral under the Security Documents, such Issuer, Parent or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture and the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by this Indenture and the applicable Security Documents. The restrictions described in the clause (4) of the immediately preceding paragraph will not apply to (a) any consolidation or merger of the Parent with or into one of its Restricted Subsidiaries for any purpose or (b) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets of a Restricted Subsidiary (other than Finance Corp.) to the Parent, the Company or another Restricted Subsidiary that is a Subsidiary Guarantor. Notwithstanding the second preceding paragraph, the Parent and the Company are permitted to reorganize as any other form of entity in accordance with the following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Parent or the Company into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Parent under its Notes Guarantee of the Notes or the Company under the Notes, the Security Documents, and this Indenture, as applicable, pursuant to agreements necessary to assume such obligations or otherwise required by the terms thereof; (4) immediately after such reorganization no Default or Event of Default exists; (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law); and (6) the Parent or Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such reorganization and such supplemental indenture (if any) and any other agreements reasonably necessary or otherwise required by the terms thereof to assume such obligations comply with this Indenture. Indenture and, with respect to such Opinion of Counsel, that such supplemental indenture (bif any) and any other such agreements are the legal, valid and binding obligations of the Parent or Company, as applicable, enforceable against them in accordance with their terms. Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ), or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (a) such Issuer is the surviving Person; survivor or (b2) the Person formed by or surviving any such consolidation or merger (if other than such IssuerIssuer ) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has shall have been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the TrusteeIndenture; (3c) immediately after such transaction, transaction no Default or Event of Default exists; (4d) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either; (Ai) 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, conveyancelease, lease conveyance or other disposition has shall have been mademade will, would on the date of 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, 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(a)4.09 hereof; or (Bii) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of 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, conveyancelease, lease conveyance or other disposition has been made, is will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to before such transactiontransactions; and (5e) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, indenture (if any, ) comply with this Indenture. . Notwithstanding the restrictions described in the foregoing clause (bd), any Restricted Subsidiary (other than Finance Corp.) Notwithstanding anything contained in this Indenture may consolidate with, merge into or dispose of all or part of its properties and assets to the contraryCompany without complying with the preceding clause (d) in connection with any such consolidation, in merger or disposition. Notwithstanding the event second preceding paragraph of this Section 5.01, the Company becomes a corporation or the Company or the Person formed by or surviving may reorganize as any consolidation or merger (permitted other form of entity in accordance with the terms following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, this Indenture and the applicable Registration Rights Agreement; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this Indentureclause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is a corporation, Finance Corp. may be merged into the Company subject to federal or it may be dissolved and cease state income taxation as an entity or (b) is considered to be an Issuer. (c“includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation Code or another form of entity any similar state or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionlocal law).

Merger, Consolidation or Sale of Assets. (a) Neither of the The Issuers mayshall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not such the applicable Issuer is the survivorsurviving corporation) or (2ii) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its properties or assetsRestricted Subsidiaries taken as a whole, in one or more related transactions, to another PersonPerson or Persons, unless: (1A) either: (a1) such the applicable Issuer is the surviving Personcorporation; or (2) the Person formed by or surviving such consolidation or merger (if other than the applicable Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (a) is a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia (provided that if such Person is a limited liability company or partnership, a corporate Wholly Owned Restricted Subsidiary of such Person organized or existing under the laws of the United States, any state thereof or the District of Columbia, or a corporation of which such Person is a Wholly Owned Restricted Subsidiary organized or existing under the laws of the United States, any state thereof or the District of Columbia, is a co-issuer of the Notes or becomes a co-issuer of the Notes in connection therewith) and (b) assumes all the obligations of the applicable Issuer under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (B) immediately after giving effect to such transaction, no Event of Default exists; (C) immediately after giving effect to such transaction on a pro forma basis, the applicable Issuer or the Person formed by or surviving any such consolidation or merger (if other than such the applicable Issuer) ), or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made is an entity organized or existing under made, will, on the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations date of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving pro forma effect to such transaction thereto and any related financing transaction on a pro forma basis transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5D) each Guarantor, unless such Guarantor is the Person with which the applicable Issuer has delivered entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the Trustee an Officers’ Certificate obligations of the Issuers or the surviving Person in accordance with the Notes and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to In addition, the contraryCompany shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries considered as a whole, in the event the Company becomes a corporation one or the Company or the Person formed by or surviving more related transactions, to any consolidation or merger (permitted in accordance with the terms of this Indentureother Person. Section 5.01(a)(C) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will shall not apply to (1) any statutory conversion of the Company to a corporation merger, consolidation or another form of entity or (2) any sale, assignment, lease, transfer, conveyance, lease conveyance or other disposition of properties or assets between or among the Company and any of its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither None of Holdings, CyrusOne GP nor either of the Issuers may, directly or indirectly: (1) will consolidate or merge with or into another Person (whether into, or not such Issuer is the survivor) or (2) sell, assignconvey, transfer, convey, lease or otherwise dispose (collectively, a “transfer”) of all or substantially all of its properties property and assets (as an entirety or assets, substantially an entirety in one transaction or more a series of related transactions) to, any Person or permit any Person to another Personmerge with or into Holdings, CyrusOne GP or an Issuer unless: (1) either: (a) Holdings, CyrusOne GP or such Issuer is the surviving continuing Person; , or (b) the Person formed by or surviving any such consolidation or merger (if other than Holdings, CyrusOne GP or such Issuer) formed by such consolidation or to into which Holdings, CyrusOne GP or such saleIssuer is merged or that acquired or leased such property and assets of Holdings, assignment, transfer, conveyance, lease CyrusOne GP or other disposition has been made such Issuer is an entity organized or and validly existing under the laws of the United States, States of America or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the United States obligations of Holdings, CyrusOne GP or such Issuer on the District of ColumbiaNotes, the Note Guarantees and under this Indenture and the Registration Rights Agreement; provided, however, that Finance Corp. the Co-Issuer may not consolidate or merge with or into any Person other than a corporation satisfying such requirement requirements so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default exists;shall have occurred and be continuing: (43) in the case of a transaction involving Holdings, CyrusOne GP or the Company and not Finance Corp.the Co-Issuer, immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if Pro Forma Basis, the same had occurred at Company, or any Person becoming the beginning successor obligor of the applicable four-quarter periodNotes, either as the case may be, (A) 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, lease or other disposition has been made, would be permitted to incur could Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in compliance with both Section 4.09(a); or 4.07(a) and (c) or (B) the Fixed Charge Coverage has a Leverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other that is no higher than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Leverage Ratio of the Company immediately prior before giving effect to such transactionthe transaction and any related Incurrence of Indebtedness; provided that this clause (3) will not apply to (i) a consolidation or merger of one or more Restricted Subsidiaries with or into the Company or (ii) any merger effected solely to change the state of domicile of Holdings, CyrusOne GP or the Company; and (54) Holdings, CyrusOne GP or such Issuer has delivered delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that such consolidation, merger or disposition transfer and such supplemental indenture, if any, comply indenture complies with this Indentureprovision and that all conditions precedent provided for herein relating to such transaction have been complied with. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither In the event that the Company shall be a party to any transaction, (including without limitation (i) any recapitalization or reclassification of the Issuers mayCommon Stock (other than a change in par value, directly or indirectly: from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (1ii) consolidate any consolidation of the Company with, or merge with or into merger of the Company into, any other Person, any merger of another Person into the Company (whether other than a merger which does not result in a reclassification, conversion, exchange or not such Issuer is cancellation of outstanding shares of Common Stock of the survivorCompany), (iii) any sale or (2) sell, assign, transfer, convey, lease or otherwise dispose transfer of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: (1) either: (a) such Issuer is the surviving Person; assets of the Company or (biv) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or compulsory share exchange), pursuant to which such saleeither shares of Common Stock shall be converted into the right to receive other securities, assignment, transfer, conveyance, lease cash or other disposition has been made is an entity organized or existing under the laws of the United Statesproperty, any state of the United States or the District of Columbia; providedor, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a sale or transfer of all or substantially all of the assets of the Company, the holders of Common Stock shall be entitled to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction involving whereby the Company Holder of each Debenture then outstanding shall have the right thereafter to convert such Debenture only into the kind and not Finance Corp.amount of the securities, cash or other property that would have been receivable upon such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock issuable upon conversion of such Debenture immediately after giving effect prior to such transaction and any related financing transaction on a pro forma basis as if the same had occurred recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange, subject to funds being legally available for such purpose under applicable law at the beginning time of the applicable four-quarter period, eithersuch conversion. (Ab) the The Company or the Person formed by or surviving any such consolidation or resulting from such merger (if other than or which acquired such assets or which acquires the Company)'s shares, as the case may be, shall make provision in its certificate or to which such sale, assignment, transfer, conveyance, lease articles of incorporation or other disposition has been madeconstituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, would be permitted to incur at least $1.00 of additional Indebtedness pursuant for events subsequent to the Fixed Charge Coverage Ratio test set forth effective date of such certificate or articles of incorporation or other constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio this Article XV. The above provisions shall similarly apply to successive transactions of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indentureforegoing type. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (aA) Neither of the Issuers may, directly or indirectlyThe Company shall not: (1) consolidate with or merge with or into another Person (whether or not such Issuer the Company is the survivor) surviving corporation); or (2) directly or indirectly, sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assetsthe assets of the Company and the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (a) either: (1) either: (a) such Issuer the Company is the surviving Personcorporation; or or (b2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing assumes all the obligations of the Company under the laws Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (b) 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 this Indenture. (B) Neither of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not Issuers will consolidate or merge with or into any another Person other than a corporation satisfying (whether or not such requirement so long as Issuer is the Company surviving corporation) unless either (1) such Issuer is not a the surviving corporation; ; or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee;. Section 5.01 (3A) immediately after such transactionwill not apply to any sale, no Default assignment, transfer, conveyance, lease or Event other disposition of Default exists; (4) in the case of a transaction involving assets between or among the Company and the Restricted Subsidiaries. Section 5.01(B) will not Finance Corp., immediately after giving effect apply to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning merger or consolidation of any Issuer (1) with or into one of the applicable four-quarter period, either Restricted Subsidiaries for any purpose so long as the surviving corporation becomes a primary obligor of the Notes or (A2) with or into an Affiliate solely for the Company or purpose of reincorporating such Issuer in another jurisdiction so long as the surviving corporation becomes a primary obligor of the Notes. The Person formed by or surviving any such consolidation or merger (if other than the Company), ) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, would made will be permitted the successor to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) shall succeed to, and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of be substituted for, and may exercise every right and power of, the Company with or into one under this Indenture, and the Company, except in the case of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for a lease, shall be released from the purpose obligation to pay the principal of reorganizing and interest on the Company in another jurisdictionNotes.”

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers Investor nor Carey Agri may, directly or indirectly: indirectly (1i) consolidate merge, consolidate, amalgamate or merge otherwise combine with or into another Person (whether or not such Issuer the Investor or Carey Agri (as applicable) is the survivor) surviving corporation); or (2ii) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of the properties or assets of the Investor and its Restricted Subsidiaries, taken as a whole, or Carey Agri and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless: either: the Investor or Carey Agri (as applicable) is the surviving corporation or the Person formed by or surviving any such merger, consolidation, amalgamation or other combination (if other than the Investor or Carey Agri (as applicable)) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of any member state of the European Union, Switzerland, Norway, Canada, any state of the United States or the District of Columbia; the Person formed by or surviving any such merger, consolidation, amalgamation or other combination (if other than the Investor or Carey Agri (as applicable)) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Investor or Carey Agri (as applicable) under the Finance Documents pursuant to supplemental documents reasonably satisfactory to the Lender; immediately after such transaction, the Investor or such surviving Person certifies to the Lender that no Default or Event of Default exists; and the Investor, Carey Agri or the Person (as applicable) formed by or surviving any such merger, consolidation, amalgamation or other combination (if other than the Investor or Carey Agri (as applicable)), or to which such sale, assignment, transfer, conveyance or other disposition has been made: will, on the date of 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, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Coverage Ratio test set forth in the first paragraph of Section 0 (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 another any other Person, unless: . The Investor will not permit any Obligor (1) either: (a) such Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than such IssuerCarey Agri) to: directly or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not indirectly consolidate or merge with or into any another Person other than a corporation satisfying (whether or not such requirement so long as Obligor is the Company is not a surviving corporation; (2) the Person formed by ); or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such salesell, assignmentassign, transfer, conveyanceconvey or otherwise dispose of all or substantially all of its assets, lease taken as a whole, in one or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant more related transactions, to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) 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; (4) in the case of a transaction involving the Company ; and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.:

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ), or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (a) such Issuer is the surviving Person; survivor, or (b2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made expressly assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trusteeindenture; (3c) immediately after such transaction, transaction no Default or Event of Default exists; (4d) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either: (Ai) 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, conveyancelease, lease conveyance or other disposition has been mademade will, would on the date of 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, 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(a)4.09 hereof; or (Bii) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of 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, conveyancelease, lease conveyance or other disposition has been made, is made will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to before such transaction; and (5e) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, indenture (if any, ) comply with this Indenture. (b) Indenture and all conditions precedent therein relating to such transaction have been satisfied. Notwithstanding anything contained in the preceding paragraph of this Indenture to the contrarySection 5.01, in the event the Company becomes a corporation or the Company or the Person formed by or surviving may reorganize as any consolidation or merger (permitted other form of entity in accordance with the terms following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, this Indenture and the applicable Registration Rights Agreement; (4) immediately after such reorganization no Default or Event of Default exists; (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this Indentureclause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is a corporation, Finance Corp. may be merged into the Company subject to federal or it may be dissolved and cease state income taxation as an entity or (b) is considered to be an Issuer.“includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law); and (c6) This Section 5.01 will not apply to (1) any statutory conversion of the Company delivers an Officers’ Certificate to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply Trustee to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for effect that the purpose of reorganizing the Company in another jurisdictionforegoing requirements are satisfied.

Merger, Consolidation or Sale of Assets. (a) Neither of Subject to the Issuers maycompliance with Section 4.09, the Issuer will not directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such the Issuer is the survivor) surviving corporation), or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Issuer and its Restricted Subsidiaries taken as a whole, in either case, in one or more related transactions, to another Person, unless: (1) either: (a) such the Issuer is the surviving Personcorporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made (for the purposes of this Section 4.08(a), or as otherwise applicable, the “Surviving Entity”) is an entity organized or existing under the laws of the United StatesSwitzerland, Canada, any state of the United States or States, the District of Columbia; provided, however, that Finance Corp. may not consolidate Columbia or merge with or into any Person member state of the Pre-Expansion European Union other than a corporation satisfying such requirement so long as the Company is not a corporationFrance; (2) the Person formed by or surviving any such consolidation or merger with the Issuer (if other than such the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made expressly assumes (a) by supplemental indenture, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all the obligations of such the Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to and (b) all obligations of the TrusteeIssuer under the Intercreditor Agreement, the Security Documents and any Additional Intercreditor Agreement, as applicable; (3) immediately after giving effect to such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been mademade would, would on the date of 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 under Section 4.09(a); or 4.03(a) or (Bb) the have a Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other no less than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company it was immediately prior to giving effect to such transaction; and (5) such at the time of the transaction, the Issuer has or the Surviving Entity, as applicable, will have delivered, or caused to be delivered to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other transaction and the supplemental indenture in respect thereof complies with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with and that this Indenture and the Notes constitute legal, valid and binding obligations of the continuing Person, enforceable in accordance with their terms; provided that in giving an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenturecounsel may rely on an Officer’s Certificate as to any matters of fact. (b) Notwithstanding anything contained in this Indenture A Guarantor (other than a Guarantor whose Note Guarantee is to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted be released in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved such Note Guarantee and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.Section

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company will not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor) surviving corporation), or (2ii) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its the properties or assetsassets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (aA) such Issuer the Company is the surviving Personcorporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; providedand, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying if such requirement so long as the Company entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made assumes all the obligations of such Issuer the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form or other agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease or other disposition has been mademade would, would on the date of 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 Section 4.09(a); or ) hereof or (B) the have had a Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the actual Fixed Charge Coverage Ratio of for the Company immediately prior to for such transactionfour-quarter period; and (5) such Issuer the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3Section 5.01(a)(3) and (4) of Section 5.01(aa)(4) will not apply to (1) any merger or consolidation of the Company with or into one into, or any sale, assignment, transfer, conveyance, lease or other disposition of its Restricted Subsidiaries for any purpose all or (2) with substantially all of the Company’s properties or into an Affiliate assets to, a Guarantor solely for the purpose of reorganizing reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company may not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor) surviving Person); or (2ii) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1a) either: (ai) such Issuer the Company is the surviving Person; or (ii) 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such IssuerCompany) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made made, expressly assumes all the -70- obligations of such Issuer the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3c) immediately after such transaction, transaction no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (Ad) 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, lease transfer conveyance or other disposition has been made, would shall, on the date of 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, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5e) such Issuer has delivered the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationall conditions precedent provided for in Sections 5.01(a) through (d) hereof have been complied with. In addition, merger the Company may not, directly or disposition and such supplemental indentureindirectly, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrarylease all or substantially all of its properties or assets, in the event the Company becomes a corporation one or the Company or the Person formed by or surviving more related transactions, to any consolidation or merger other Person. Sections 5.01(c) and (permitted in accordance with the terms of this Indentured) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will shall not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any merger, consolidation, sale, assignment, transfer, conveyance, lease conveyance or other disposition of properties or assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: (1) either: (aA) such Issuer is the surviving Person; or (bB) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made (the “Surviving Entity”) is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made Surviving Entity assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., either (A) immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either either (A1) 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, lease or other disposition has been made, Surviving Entity would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or ) or (B2) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction or (B) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the Company would be greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (5) the Surviving Entity shall take such action (or agree to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to the Surviving Entity to be subject to the Parity Liens in the manner and to the extent required under the Note Documents and shall deliver an opinion of counsel as to the enforceability of any amendments, supplements or other instruments with respect to the Note Documents to be executed, delivered, filed and recorded, as applicable, and such other matters as the Trustee or Collateral Trustee, as applicable, may reasonably request; and (56) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained the restrictions described in this Indenture to the contrarySection 5.01(a)(4), in the event the Company becomes a corporation any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or the Company dispose of all or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms part of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of its properties or assets between or among to the Company, and the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply be required to (1comply with Section 5.01(a)(5) in connection with any such consolidation, merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.disposition

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: (1) either: (a) such Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company Partnership is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company Partnership and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either: (A) the Company Partnership or the Person formed by or surviving any such consolidation or merger (if other than the CompanyPartnership), or to which such sale, assignment, transfer, conveyance, lease 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 test set forth in Section 4.09(a)) hereof; or (B) the Fixed Charge Coverage Ratio of the Company Partnership or the Person formed by or surviving any such consolidation or merger (if other than the CompanyPartnership), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company Partnership immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Section 5.01(a) hereof will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Partnership and its Restricted Subsidiaries. Section 5.01(a)(3) and (a)(4) hereof will not apply to any merger or consolidation of the Partnership (1) with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of organizing the Partnership under the laws of another jurisdiction. Notwithstanding anything contained the restrictions described in this Indenture to the contrarySection 5.01(a) hereof, in the event the Company Partnership becomes a corporation or the Company Partnership or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company Partnership or it may be dissolved in accordance with this Indenture and cease to be an Issuer. (c) This Notwithstanding Section 5.01 will not apply to 5.01(a) hereof, the Partnership may reorganize as any other form of entity in accordance with the following procedures provided that: (1) any statutory the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company to Partnership into a corporation or another form of entity or other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any salestate thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Partnership under the Notes and this Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default (other than a Reporting Default) or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) For purposes of this Section 5.01, the transfer (by lease, assignment, transfersale or otherwise, conveyance, lease in a single transaction or other disposition series of transactions) of all or substantially all of the properties or assets between of one or among the Company and its more Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation Subsidiaries of the Company with Partnership, the Capital Stock of which constitutes all or into one substantially all of its Restricted Subsidiaries for any purpose the properties or (2) with assets of the Partnership, shall be deemed to be the transfer of all or into an Affiliate solely for substantially all of the purpose properties or assets of reorganizing the Company in another jurisdictionPartnership.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company may not, directly or indirectly: , (1x) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor) ), or (2y) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (a) such Issuer the Company is the surviving Person; survivor or (b2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has shall have been made (the “Surviving Entity”) is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made Surviving Entity assumes all the obligations of such Issuer the Company under the Notes and this Indenture Note Documents pursuant to a supplemental indenture in a form reasonably satisfactory to the Trusteeindenture; (3c) except in the case that the Company merges into, consolidates with or disposes of assets to a Guarantor, immediately after such transaction, no Default or Event of Default exists; (4d) in the case of a transaction involving either: (i) the Company and not Finance Corp.or the Surviving Entity will, at the time of such transaction immediately after giving pro forma effect to such transaction thereto and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in the first paragraph of Section 4.09(a)4.09 hereof; or (Bii) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the Company’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transaction, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)Surviving Entity, or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; (e) if the Company is not the survivor, the Surviving Entity shall take such action (or agree to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to the Surviving Entity to be subject to the Priority Liens in the manner and to the extent required under the Note Documents and shall deliver an opinion of counsel as to the enforceability (subject to customary assumptions, qualifications and, as applicable, of scope and substance substantially the same as the opinions delivered on the date of this Indenture) of any amendments, supplements or other instruments with respect to the Note Documents that are executed, delivered, filed and recorded, as applicable, in accordance therewith; and (5f) such Issuer the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, indenture (if any, ) comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary. provided that, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger case of clauses (permitted in accordance with the terms of this Indenturea) through (d) above, unless such Surviving Entity is a corporation, Finance Corp. a corporate co-issuer of the Notes will be added to this Indenture by a supplement reasonably satisfactory to the Trustee. Notwithstanding the restrictions described in the foregoing clause (d), any Restricted Subsidiary may be merged consolidate with, merge into or dispose of all or part of its properties and assets to the Company, and the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply be required to comply with the preceding clause (1d) in connection with any statutory conversion such consolidation, merger or disposition. For purposes of the Company to a corporation or another form of entity or foregoing, the transfer (2) any saleby lease, assignment, transfersale or otherwise, conveyance, lease in a single transaction or other disposition series of transactions) of all or substantially all of the properties or assets between of one or among more Restricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply may convert into a corporation, limited liability company, limited partnership or other entity or transfer to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate redomesticate in another jurisdiction solely for the purpose of reorganizing realizing tax or other benefits; provided that, the resulting entity (i) is organized or existing under the laws of the United States, any state of the United States or the District of Columbia and (ii) assumes all the obligations of the Company in another jurisdictionunder the Note Documents pursuant to a supplemental indenture; provided that, unless such Person is a corporation, a corporate co-issuer of the Notes will be added to this Indenture by a supplement reasonably satisfactory to the Trustee.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) The Company will not consolidate or merge with or into another Person (whether into, or not such Issuer is the survivor) or (2) sell, assign, transfer, convey, lease transfer or otherwise dispose (collectively, a “transfer”) of all or substantially all of its properties property and assets (as an entirety or assets, substantially an entirety in one transaction or more a series of related transactions) to, any Person or permit any Person to another Person, merge with or into the Company unless: (1) either: (a) such Issuer the Company is the surviving continuing Person; , or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such Issuer) consolidation or to into which the Company is merged or that acquired such sale, assignment, transfer, conveyance, lease or other disposition has been made property and assets of the Company is an entity organized or and validly existing under the laws of the United States, States of America or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the United States or the District obligations of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporationon the Notes, the Note Guarantees and under this Indenture and the Registration Rights Agreement; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default existsshall have occurred and be continuing; (43) in the case of a transaction involving the Company and not Finance Corp.Company, immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if Pro Forma Basis, the same had occurred at Company, or any Person becoming the beginning successor obligor of the applicable four-quarter periodNotes, either as the case may be, (A) 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, lease or other disposition has been made, would be permitted to incur could Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in compliance with both clause (a) and clause (c) of Section 4.09(a); or 4.08 hereof or (B) the Fixed Charge Coverage has a Leverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other that is no higher than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Leverage Ratio of the Company immediately prior before giving effect to such transactionthe transaction and any related Incurrence of Indebtedness; provided that this clause (3) will not apply to (i) a consolidation or merger of one or more Restricted Subsidiaries with or into the Company or (ii) any merger effected solely to change the state of domicile of the Company; and (54) such Issuer has delivered if the Company will not be the continuing Person, the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that such consolidation, merger or disposition transfer and such supplemental indenture, if any, comply indenture complies with this Indenture. (b) provision and that all conditions precedent provided for herein relating to such transaction have been complied with. Notwithstanding anything contained in the foregoing, this Indenture Section 5.01 shall not apply to the contrary, in lease of all or substantially all of the event the Company becomes a corporation or real estate assets of the Company or the Person formed by any of its respective Subsidiaries to MGM or surviving any consolidation its Subsidiaries or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company another operator pursuant to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease Master Lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionsimilar leases.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: (1) either: (a) such Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., either immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either either (A) 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, lease 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 test set forth in Section 4.09(a); or 5.09(a) or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; or (b) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the Company would be greater than the Consolidated Net Worth of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained the restrictions described in this Indenture Section 6.01(a)(4), any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties or assets to the contraryCompany, in the event and the Company becomes a corporation will not be required to comply with Section 6.01(a)(5) in connection with any such consolidation, merger or disposition (c) Notwithstanding Section 6.01(a), the Company or the Person formed by or surviving may reorganize as any consolidation or merger (permitted other form of entity in accordance with the terms following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited liability company formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default (other than a Reporting Default) or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this Indentureclause (5) a reorganization will not be considered materially adverse to the holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is a corporation, Finance Corp. may be merged into the Company subject to federal or it may be dissolved and cease state income taxation as an entity or (b) is considered to be an Issuer“includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (cd) This For purposes of this Section 5.01 will not apply to 6.01, the transfer (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any saleby lease, assignment, transfersale or otherwise, conveyance, lease in a single transaction or other disposition series of transactions) of all or substantially all of the properties or assets between of one or among the Company and its more Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation Subsidiaries of the Company with Company, the Capital Stock of which constitutes all or into one substantially all of its Restricted Subsidiaries for any purpose the properties or (2) with assets of the Company, shall be deemed to be the transfer of all or into an Affiliate solely for substantially all of the purpose properties or assets of reorganizing the Company in another jurisdictionCompany.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor) surviving corporation); or (2) sell, assign, lease, transfer, convey, lease convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: : (aA) such Issuer the Company is the surviving Personcorporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or to which such sale, assignment, lease, transfer, conveyance, lease conveyance or other disposition has been made is an entity a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, lease, transfer, conveyance, lease conveyance or other disposition has been made assumes all the obligations of such Issuer the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists;; and (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease, transfer, conveyance, lease conveyance or other disposition has been made, would would, on the date of such transaction after giving pro forma effect thereto and any related transactions as if the same had occurred at the beginning of the applicable two-quarter period, either (a) have a Debt to Cash Flow Ratio no higher than the Company's Debt to Cash Flow Ratio immediately prior to such transaction or (b) be permitted to incur at least $1.00 of additional Indebtedness indebtedness pursuant to the Fixed Charge Coverage Debt to Cash Flow Ratio test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) hereof. This Section 5.01 will not apply to to: (1) any statutory conversion a merger of Horizon PCS Escrow Company with and into Horizon PCS Escrow Holding Company and a merger of Horizon PCS Escrow Holding Company with and into Horizon PCS, Inc.; (2) a merger of the Company to a corporation with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (3) any consolidation or another form of entity merger, or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectlyNo Issuer will: (1x) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) any Person; or (2y) sell, assign, transfer, convey, lease lease, transfer or otherwise dispose of all or substantially all of its properties or assets, in one transaction or more a series of related transactions, to another any Person, unless: (1) either: either (ax) such Issuer is the surviving Person; continuing Person or (by) the resulting, surviving or transferee Person formed by (the “Surviving Company”) is a corporation, partnership (including a limited partnership), trust or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity limited liability company organized or and validly existing under the laws of the United StatesStates of America, any state thereof or the District of Columbia and expressly assumes by supplemental indenture (or other agreement or instrument, as applicable) all of the obligations of its predecessor under this Indenture, the Notes, the Note Guarantees, the Security Documents and the other Note Documents, as applicable, provided that if such Issuer or the Surviving Company is not a corporation, there shall be a co-obligor on the Notes (which may be the Co-Issuer) that is a corporation organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory immediately after giving effect to the Trusteetransaction, no Default has occurred and is continuing; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing the transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter periodbasis, either (A) the Company (or the Person formed by or surviving any such consolidation or merger Surviving Company, as applicable) (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, would be permitted to incur i) could Incur at least $1.00 of additional Indebtedness pursuant to Debt under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or Test or (Bii) the would have a Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, on a pro forma basis that is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (54) such Issuer has delivered the Issuers deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such the consolidation, merger or disposition transfer and such the supplemental indentureindenture (or other agreement or instrument, as applicable) (if any, ) comply with this Indenture. ; provided, that notwithstanding the foregoing (a) each Issuer or any Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to another Issuer or any Restricted Subsidiary and (b) Notwithstanding anything contained in this Indenture to each Issuer may merge, consolidate or amalgamate with an Affiliate incorporated solely for the contrary, purpose of reincorporating or reorganizing such Issuer in the event United States, another state of the Company becomes a corporation United States or the Company District of Columbia (collectively, “Permitted Jurisdiction”) or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is may convert into a corporation, Finance Corp. may be merged into partnership or limited liability company, so long as the Company or it may be dissolved amount of Debt of the Issuer and cease to be an Issuer. (c) the Restricted Subsidiaries is not increased thereby. This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease conveyance or other disposition of properties or assets between or among the Company and its the Restricted Subsidiaries, including, for the avoidance of doubt, pursuant to Permitted Receivables Financing. Clauses Upon the consummation of any transaction effected in accordance with this Article V, if either Issuer is not the continuing Person, the Surviving Company will succeed to, and be substituted for, and may exercise every right and power of, such Issuer under this Indenture, the Notes, the Note Guarantees and the other Note Documents, as applicable, with the same effect as if such Surviving Company had been named as such Issuer under this Indenture. Upon any such substitution in the case of an Issuer, except for its sale, conveyance, transfer or disposition of less than all its assets, such Issuer will be released from its obligations under this Indenture, the Notes and the other Note Documents. (3b) Subject to certain provisions in this Indenture and (4) the other Notes Documents governing the release of Section 5.01(a) will not apply to assets and property securing the Notes and release of a Guarantee upon the sale or disposition of a Guarantor, no Guarantor may: (1) any merger consolidate or consolidation of the Company merge with or into one of its Restricted Subsidiaries for any purpose or Person, or (2) sell, convey, transfer or otherwise dispose of all or substantially all of the Guarantor’s assets, in one transaction or a series of related transactions, to any Person, unless: (A) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (B) either (x) the Guarantor is the continuing Person or into (y) the resulting, surviving or transferee Person (such Person, the “Successor Guarantor”) expressly assumes by supplemental indenture (or other agreement or instrument, as applicable) all of the obligations of the Guarantor under its Note Guarantee, the Security Documents and the other Note Documents; and immediately after giving effect to the transaction, no Default has occurred and is continuing; or (C) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) in a transaction or other circumstance that does not violate Section 4.10. The Successor Guarantor (if other than such Guarantor) will succeed to, and be substituted for, such Guarantor under this Indenture, the Notes, its Note Guarantee, the Security Documents and the other Note Documents, as applicable, and such Guarantor will automatically be released and discharged from its obligations under this Indenture, the Notes, its Note Guarantee, the Security Documents and the other Note Documents. Notwithstanding the foregoing, (1) a Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating or reorganizing such Guarantor in a Permitted Jurisdiction or may convert into a limited liability company, corporation, partnership or similar entity organized or existing under the Company in another jurisdictionlaws of any Permitted Jurisdiction so long as the amount of Debt of such Guarantor is not increased thereby and (2) a Guarantor may consolidate, amalgamate or merge with or into or wind up into, liquidate, dissolve, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to an Issuer or any Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. Prior to the Release Date, no Issuer or Guarantor shall consolidate or merge with or into another Person (whether or not such Issuer or Guarantor is the surviving entity) or sell, assign, lease, transfer, convey or otherwise dispose of all or substantially all of its property or assets in one or more related transactions. (a) Neither of On and after the Issuers mayRelease Date, the Issuer may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such the Issuer is the survivor) surviving corporation); or (2) sell, assign, lease, transfer, convey, lease convey or otherwise dispose of all or substantially all of its the Issuer’s properties or assetsassets (determined on a consolidated basis for the Issuer and its Restricted Subsidiaries), in one or more related transactions, to another Person, unless: (1) either: (aA) such the Issuer is the surviving Personcorporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than such the Issuer) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made (the “Surviving Person”) is an entity a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States State thereof or the District of Columbia; (2) the Surviving Person assumes all the obligations of the Issuer under the Notes, this Indenture, the Escrow Agreement and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default exists (including, without limitation, after giving effect to any Indebtedness or Liens incurred, assumed or granted in connection with or in respect of such transaction); providedand (4) immediately after such transaction the Issuer or the Surviving Person will either (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.10; or (B) have a Consolidated Fixed Charge Coverage Ratio of not less than the Consolidated Fixed Charge Coverage Ratio of the Issuer immediately prior to such merger, howeversale, that Finance Corp. assignment, transfer, lease, conveyance or other disposition. The foregoing clauses (3) and (4) shall not apply to (a) a merger or consolidation of any Restricted Subsidiary with or into the Issuer or (b) a transaction solely for the purpose of and with the effect of reincorporating the Issuer in another jurisdiction and/or forming a holding company to hold all of the Capital Stock of the Issuer or forming an intermediate holding company to hold all of the Capital Stock of the Issuer’s Subsidiaries. In the event of any transaction described in and complying with the conditions listed in the preceding paragraph in which the Issuer is not the continuing corporation, the successor Person formed or remaining shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer and the Issuer will be discharged from all obligations and covenants under this Indenture and the Notes. (b) On and after the Release Date, no Guarantor may, and the Issuer will not cause or permit any Guarantor to, consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person unless: (1) immediately after such transaction, no Default exists (including, without limitation, after giving effect to any Person other than a corporation satisfying Indebtedness or Liens incurred, assumed or granted in connection with or in respect of such requirement so long as the Company is not a corporation;transaction); and (2) the Person formed by or surviving any such consolidation or merger (if other than such IssuerGuarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer Guarantor under the Notes and its Subsidiary Guarantee, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; . The requirements of this clause (3b) immediately after such transaction, no Default shall not apply to (x) a consolidation or Event merger of Default exists; (4) in any Guarantor with or into the case of Issuer or any other Guarantor so long as the Issuer or a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company or the Person formed by or surviving any Guarantor survives such consolidation or merger or (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease 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 test set forth in Section 4.09(a); or (By) the Fixed Charge Coverage Ratio of the Company or the Person formed sale by or surviving any such consolidation or merger (if other than the Company)of a Guarantor, or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, sale is equal to or greater than the Fixed Charge Coverage Ratio not in violation of the Company immediately prior to such transaction; andSection 4.13. (5c) such The Issuer has delivered will deliver to the Trustee prior to the consummation of each proposed transaction specified in (a) or (b) above an Officers’ Officer’s Certificate certifying that the conditions set forth above are satisfied and an Opinion of Counsel, each stating which opinion may contain customary exceptions and qualifications, that such consolidationthe proposed transaction is not in conflict with, merger or disposition and such the supplemental indenture, if any, comply with complies with, this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly: (1i) consolidate consolidate, merge or merge amalgamate with or into another Person (whether or not such Issuer the Company is the survivor) surviving corporation); or (2ii) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1a) either: : (aA) such Issuer the Company is the surviving Personcorporation; or or (bB) the Person (the “Successor Company”) formed by or surviving any such consolidation consolidation, merger or merger amalgamation (if other than such Issuerthe Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than Columbia and is either (i) a corporation satisfying such requirement so long or (ii) a limited partnership or limited liability company and is (or has previously been) joined by a corporation as a co-issuer of the Company is not a corporationNotes; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made Successor Company assumes all the obligations of such Issuer the Company under the Notes Notes, this Indenture, the Registration Rights Agreement and this Indenture the Security Documents and pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the TrusteeTrustee and the Collateral Agent; (3c) immediately after such transaction, no Default or Event of Default exists;; and (4d) in the case of a transaction involving either (i) the Company and not Finance Corp.or the Successor Company would, immediately on the date of such transaction after giving pro forma effect to such transaction thereto and any related financing transaction on a pro forma basis transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in Section 4.09(a4.11(a); or or (Bii) the Company or the Successor Company would have a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio of the Company or for the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company four-quarter period immediately prior to such transaction; and (5) such Issuer has delivered . In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its respective Restricted Subsidiaries taken as a whole, in one or more related transactions, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indentureany other Person. Section 5.01 (c) and (d) will not apply to: (i) a merger, amalgamation or consolidation of the Company with an Affiliate solely for the purpose of (a) reorganizing the Company as a different type of entity; provided that in the case where the surviving entity in such merger, amalgamation or consolidation is not a corporation, a corporation becomes (or has previously become) a co-issuer of the Notes, or (b) Notwithstanding anything contained in this Indenture to the contrary, in the event reincorporating or reorganizing the Company becomes a corporation in another jurisdiction; or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1ii) any statutory conversion of the Company to a corporation consolidation, amalgamation or another form of entity merger, or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: (1) either: (a) such Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company Partnership is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company Partnership and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either: (A) the Company Partnership or the Person formed by or surviving any such consolidation or merger (if other than the CompanyPartnership), or to which such sale, assignment, transfer, conveyance, lease 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 test set forth in Section 4.09(a)) hereof; or (B) the Fixed Charge Coverage Ratio of the Company Partnership or the Person formed by or surviving any such consolidation or merger (if other than the CompanyPartnership), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company Partnership immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Section 5.01(a) hereof will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Partnership and its Restricted Subsidiaries. Section 5.01(a)(3) and (a)(4) hereof will not apply to any merger or consolidation of the Partnership (1) with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of organizing the Partnership under the laws of another jurisdiction. Notwithstanding anything contained the restrictions described in this Indenture to the contrarySection 5.01(a) hereof, in the event the Company Partnership becomes a corporation or the Company Partnership or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company Partnership or it may be dissolved in accordance with this Indenture and cease to be an Issuer. (c) This Notwithstanding Section 5.01 will not apply to 5.01(a) hereof, the Partnership may reorganize as any other form of entity in accordance with the following procedures provided that: (1) any statutory the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company to Partnership into a corporation or another form of entity or other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any salestate thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Partnership under the Notes and this Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default (other than a Reporting Default) or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) For purposes of this Section 5.01, the transfer (by lease, assignment, transfersale or otherwise, conveyance, lease in a single transaction or other disposition series of transactions) of all or substantially all of the properties or assets between of one or among the Company and its more Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation Subsidiaries of the Company with Partnership, the Capital Stock of which constitutes all or into one substantially all of its Restricted Subsidiaries for any purpose the properties or (2) with assets of the Partnership, shall be deemed to be the transfer of all or into an Affiliate solely for substantially all of the purpose properties or assets of reorganizing the Company in another jurisdictionPartnership.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation) or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its properties or assetsSubsidiaries taken as a whole, in one or more related transactions, to another Person, Person unless: (1i) either: (a) such Issuer the Company is the surviving Personcorporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made (i) is an entity a Person organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, provided that Finance Corp. may not consolidate or merge with or into any in the case where such Person other than a corporation satisfying such requirement so long as the Company is not a corporation; , a co-obligor of the Notes is a corporation and (2ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; (4iii) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter periodbasis, either (A) 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, lease conveyance or other disposition has shall have been made, would will, on the date of 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, be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or; (Biv) each Guarantor, unless such Guarantor is the Fixed Charge Coverage Ratio Person with which the Company has entered into a transaction under this Section 5.01, shall have confirmed to the Trustee in writing that its Note Guarantee shall apply to the obligations of the Company or the surviving Person formed by or surviving any such consolidation or merger (if other than in accordance with the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transactionNotes and this Indenture; and (5v) such Issuer has delivered the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computation to demonstrate compliance with clause (iii) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or disposition transaction and such supplemental indenture, if any, comply agreement complies with this IndentureSection and that all conditions precedent provided for herein relating to such transaction have been complied with. (b) Notwithstanding anything contained in this Indenture to In addition, the contraryCompany shall not, directly or indirectly, lease all or substantially all of its properties or assets, in the event the Company becomes a corporation one or the Company or the Person formed by or surviving more related transactions, to any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuerother Person. (c) This Section 5.01 will Sections 5.01(a)(ii) and (iii) above shall not apply to (1) any statutory conversion of the Company to a corporation merger, consolidation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease conveyance or other disposition of properties or assets between or among the Company and any of its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectlyThe Company may not: (1x) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor) ), convert into another form of entity or continue in another jurisdiction; or (2y) directly or indirectly, sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (a) such Issuer the Company is the surviving Person; survivor or (b2) the Person formed by or surviving any such consolidation or merger or resulting from such conversion (if other than such Issuerthe Company) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has shall have been made is an entity a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; providedColumbia (the Company or such Person, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporationcase may be, being herein called the “Successor Company”); (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made Successor Company unconditionally assumes all the obligations of such Issuer the Company under the Notes and Notes, this Indenture and the Security Documents pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (3c) immediately after such transactiontransaction or transactions, no Default (other than a Reporting Default) or Event of Default exists; (4d) in either (i) the case Successor Company would, on the date of a such transaction involving the Company and not Finance Corp., immediately after giving pro forma effect to such transaction thereto and any related financing transaction on a pro forma basis transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in the first paragraph of Section 4.09(a)4.09 hereof; or (Bii) immediately after giving pro forma effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Successor Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and; (5e) such Issuer the Successor Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, indenture (if any, ) comply with this Indenture.; (bf) Notwithstanding anything contained if applicable, the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in this Indenture such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on any Collateral owned by or transferred to the contrary, in the event the Company becomes a corporation or the Company or the Person formed Successor Company; (g) any Collateral owned by or surviving any consolidation or merger (permitted in accordance with transferred to the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Successor Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to shall (1) continue to constitute Collateral under this Indenture and the Security Documents, (2) be subject to a first-priority Lien in favor of the Collateral Agent for the benefit of the Holders of the Notes and (3) not be subject to any statutory conversion Lien other than the Liens securing the Notes; and (h) the property and assets of the Person which is merged or consolidated with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to a first-priority Lien in favor of the Collateral Agent for the benefit of the Holders of the Notes. Notwithstanding the restrictions described in the foregoing clause (d), (x) any Restricted Subsidiary of the Company may consolidate with, merge into or dispose of all or part of its properties or assets to a corporation the Company (so long as the Company is the surviving person) or another form Restricted Subsidiary, and (y) the Company may merge with or into an Affiliate formed solely for the purpose of entity reincorporating the Company in another jurisdiction, and the Company will not be required to comply with the preceding clause (e) in connection with any such consolidation, merger or (2) any disposition. For purposes of the foregoing, the sale, assignment, transfer, conveyancelease, lease conveyance or other disposition (in a single transaction or series of transactions) of all or substantially all of the properties or assets between of one or among more Subsidiaries of the Company, which properties or assets, if held by the Company and its Restricted instead of such Subsidiaries. Clauses (3) and (4) , would constitute all or substantially all of Section 5.01(a) will not apply to (1) any merger the properties or consolidation assets of the Company with on a consolidated basis, shall be deemed to be the transfer of all or into one substantially all of its Restricted Subsidiaries for any purpose the properties or (2) with or into an Affiliate solely for assets of the purpose of reorganizing the Company in another jurisdictionCompany.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) The Company shall not consolidate or merge with or into another Person (whether into, or not such Issuer is the survivor) or (2) sell, assign, transferlease, convey, lease transfer or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, property to another Person, Person unless: (1) either: (a) such Issuer (i) the Company is the surviving Person; entity, as applicable, or (bii) the Person formed by or surviving any such consolidation or merger (successor entity, if other than such Issuer) the Company, is a U.S. corporation, partnership, limited liability company or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws trust and assumes by supplemental indenture all of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the Company’s obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the TrusteeIndenture; (3b) to the extent the successor entity is not the Company, each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this covenant, shall have by amendment to its applicable Guarantee confirmed that such Guarantee shall apply to the obligations of the successor entity in accordance with the Notes and this Indenture; (c) immediately after such giving effect to the transaction, no Default or Event of Default existsDefault, and no event that, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; (4d) as a result of any consolidation, merger, sale or lease, conveyance or transfer or other disposition described in this Section 5.01, properties or assets of the Company or any Restricted Subsidiary would become subject to any Lien that would not be permitted by Section 4.08 without equally and ratably securing the Notes, the Company or such successor entity, as the case may be, will take the steps as are necessary to secure effectively the Notes equally and ratably with, or prior to, all debt for borrowed money secured by those Liens as described above, such Lien securing the Notes to be effective only for so long as such properties or assets shall remain subject to such additional Lien; and (e) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, transfer or disposition other conveyance or disposition, but not a lease, the successor entity will succeed to, and be substituted for, the Company under this Indenture, and the Company will be released from its obligations under the notes or the guarantees, as applicable, and such supplemental indenture, if any, comply with this Indentureagreements. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither The Notes shall not have the benefits of Section 10.01 of the Issuers may, directly Base Indenture. The following Section 5.01 replaces Section 10.01 of the Base Indenture in its entirety with respect to the Notes. The Company shall not merge or indirectly: (1) consolidate with any other Person or merge with or into another Person Persons (whether or not such Issuer is affiliated with the survivorCompany) or (2) sell, assignconvey, transfer, convey, lease or otherwise dispose of all or substantially all of its properties property or assets, in one assets to any other Person or more related transactions, to another PersonPersons (whether or not affiliated with the Company), unless: (1i) either: (aA) such Issuer the transaction is a merger or consolidation and the Company is the surviving Personentity; or (bB) the successor Person formed (or the Person which acquires by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, transfer or lease all or other disposition has been made substantially all of the Company's property or assets) is an entity a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; providedColumbia and expressly assumes, howeverif required by law to effectuate the assumption, that Finance Corp. may not consolidate or merge with or into any Person other than by a corporation satisfying such requirement so long as supplemental indenture, all of the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the Company's obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the TrusteeIndenture; (3ii) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to the transaction and treating the Company's obligations in connection with or as a result of such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning having been incurred as of the applicable four-quarter periodtime of such transaction, either no Event of Default (A) the Company and no event or the Person formed by condition which, after notice or surviving any such consolidation lapse of time or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been madeboth, would become an Event of Default) shall have occurred and be permitted to incur at least $1.00 of additional Indebtedness pursuant to continuing under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transactionIndenture; and (5iii) such Issuer has an Officer's Certificate is delivered to the Trustee an Officers’ Certificate to the effect that both of the conditions set forth in clauses (i) and (ii) above have been satisfied and an Opinion of Counsel, each stating Counsel has been delivered to the Trustee to the effect that such consolidation, merger or disposition and such supplemental indenture, if any, comply condition (i) set forth above has been satisfied and/or that any conditions precedent in connection with this Indenture. (b) Notwithstanding anything contained in this Second Supplemental Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted have been satisfied in accordance with the terms of this the Base Indenture) . In the event of any of the above transactions, if there is a corporationsuccessor person as described in paragraph (i)(B) immediately above, Finance Corp. may then the successor will expressly assume and be merged into bound by all of the Company's obligations and duties under the Indenture and automatically be substituted for the Company or it in the Indenture and as issuer of the Notes and may be dissolved exercise every right and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion power of the Company to a corporation or another under the Indenture with the same effect as if such successor person had been named in the Company's place in the Indenture. Further, if the transaction is in the form of entity a sale or (2) any sale, assignment, transfer, conveyance, lease or other disposition after any such transfer (except in the case of properties or assets between or among a lease), the Company will be discharged from all obligations and its Restricted Subsidiaries. Clauses (3) covenants under the Indenture and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionall Notes issued thereunder.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly: (1i) consolidate or merge with or into another Person Person; (whether or not such Issuer is the survivor) or (2ii) sell, assign, transfer, convey, lease transfer or otherwise dispose of all or substantially all of its properties assets as an entirety or assetssubstantially an entirety, in one transaction or more a series of related transactions, to another any Person; or (iii) permit any Person to merge with or into the Company, unless: (1) either: : (aA) such Issuer the Company is the surviving continuing Person; or or (bB) the resulting, surviving or transferee Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity a corporation organized or and validly existing under the laws of the United States, States of America or any state jurisdiction thereof and expressly assumes by supplemental indenture or other instrument all of the United States or the District obligations of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company under this Indenture, the Notes and the Security Documents to which it is not a corporationparty; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory immediately after giving effect to the Trusteetransaction, no Default has occurred and is continuing; (3) immediately after such transactiongiving effect to the transaction on a Pro Forma Basis, no Default the Company or Event of Default exists; the resulting surviving or transferee Person would be in compliance with Sections 4.03 and 4.04, hereof (4) in the case of Section 4.04, calculated on a transaction involving the Company and not Finance Corp., immediately after Pro Forma Basis giving effect to such transaction and any related financing transaction on a pro forma basis and, if applicable, the repurchase of the maximum principal amount of Notes as may be required under Section 4.12(b) as if the same had occurred at the beginning date of the applicable four-quarter period, either (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to transaction was a date on which such sale, assignment, transfer, conveyance, lease or other disposition has been made, would covenant is required to be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(atested); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (54) such Issuer has delivered the Company delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of CounselCounsel (on which the Trustee may conclusively and exclusively rely), each stating that such the consolidation, merger or disposition transfer and such the supplemental indenture, indenture (if any, ) comply with this Indenture. ; provided, that clauses (b2) Notwithstanding anything contained in this Indenture and (3) do not apply (i) to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one a Wholly Owned Subsidiary or the consolidation or merger of its Restricted Subsidiaries for any purpose or (2) a Wholly Owned Subsidiary with or into an Affiliate solely for the Company or (ii) if, in the good faith determination of the Board of Directors, whose determination is evidenced by a Resolution of the Board of Directors, the sole purpose of reorganizing the transaction is to change the jurisdiction of incorporation of the Company. (b) The Company shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons. (c) The foregoing clauses (a) and (b) shall not apply to (i) any transfer of assets among the Company and a Subsidiary Guarantor, (ii) any transfer of assets among Subsidiary Guarantors or (iii) any transfer of assets by a Subsidiary that is not a Subsidiary Guarantor to (x) another Subsidiary that is not a Subsidiary Guarantor or (y) the Company or any Subsidiary Guarantor. (d) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such successor Person had been named as the Company in another jurisdictionthis Indenture. Upon such substitution, except in the case of a sale, conveyance, transfer or disposition of less than all its assets, the Company will be released from its obligations under this Indenture and the Notes. (e) Notwithstanding anything to the contrary in the foregoing CIG Sale shall not constitute a sale, conveyance, transfer or disposal of all or substantially all of the assets of the Company.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: (1) either: (a) such Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and Notes, this Indenture and any Registration Rights Agreement pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in Section 4.09(a)4.09; or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained the restrictions described in this Indenture Section 5.01(a)(4), any Restricted Subsidiary of the Company (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties or assets to the contraryCompany, in the event and the Company becomes a corporation will not be required to comply with Section 5.01(a)(5) in connection with any such consolidation, merger or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuerdisposition. (c) This Notwithstanding Section 5.01 will not apply to 5.01(b), the Company may reorganize as any other form of entity in accordance with the following procedures provided that: (1) any statutory the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company to into a corporation or another form of entity or other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any salestate thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default (other than a Reporting Default) or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) For purposes of this Section 5.01, the transfer (by lease, assignment, transfersale or otherwise, conveyance, lease in a single transaction or other disposition series of transactions) of all or substantially all of the properties or assets between of one or among the Company and its more Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation Subsidiaries of the Company with Company, the Capital Stock of which constitutes all or into one substantially all of its Restricted Subsidiaries for any purpose the properties or (2) with assets of the Company, shall be deemed to be the transfer of all or into an Affiliate solely for substantially all of the purpose properties or assets of reorganizing the Company in another jurisdictionCompany.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectlyThe Company may not: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) Person; or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Company and its Restricted Subsidiaries taken as whole, in one or more related transactions, to another Person, unless: (1) either: (a) such Issuer the Company is the surviving Person; or (b) the Person formed by resulting, transferee or surviving any such consolidation Person or merger the resultant, transferee or surviving Person (if other than such Issuerthe Company) is a corporation, limited liability company or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity limited partnership organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of ColumbiaColumbia and such resulting, transferee or surviving Person assumes, pursuant to a supplemental indenture and other documentation in form and substance reasonably satisfactory to the Trustee, all of the obligations and covenants of the Company under this Indenture, the Securities and, if then in effect, under any Registration Rights Agreement; provided, howeverthat unless such resulting, that Finance Corp. may not consolidate transferee or merge with or into any surviving Person other than a corporation satisfying such requirement so long as the Company is not a corporation, a corporate co-issuer of the Securities will be added to this Indenture by such supplemental indenture; (2) immediately before and after such transaction no Default or Event of Default has occurred and is continuing; and (3) except in the Person formed by or surviving any such case of a consolidation or merger (if other than such Issuer) of the Company with or the Person to which such into a Restricted Subsidiary, or a sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory properties or assets to the Trustee;Company or a Restricted Subsidiary, either: (3A) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving pro forma effect to such transaction and any related financing transaction on a pro forma basis as if the same such transaction had occurred at the beginning of the applicable four-quarter period, either (A) the Company or the Person formed by resultant, transferee or surviving any such consolidation or merger Person (if other than the Company)) would have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; (B) immediately after giving pro forma effect to such transaction as if such transaction had occurred at the beginning of the applicable four-quarter period, the Company or to which such sale, assignment, transfer, conveyance, lease the resultant transferee or surviving Person (if other disposition has been made, than the Company) would be permitted able to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a4.3(a); or (BC) immediately after giving pro forma effect to such transaction, the Fixed Charge Coverage Ratio Consolidated Net Worth of the Company or the Person formed by resultant, transferee or surviving any such consolidation or merger Person (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater ) would be not less than the Fixed Charge Coverage Ratio Consolidated Net Worth of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to In addition, the contraryCompany may not, directly or indirectly, lease all or substantially all of its properties or assets, in the event the Company becomes a corporation one or the Company or the Person formed by or surviving more related transactions, to any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuerother Person. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) surviving corporation); or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, ; unless: (1) either: (a) such Issuer is the surviving Personcorporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, Columbia (provided that Finance Corp. may not consolidate if the Person formed by or merge surviving any such consolidation or merger with either Issuer is a limited liability company or into any other Person other than a corporation satisfying such requirement so long as corporation, a corporate co-issuer shall also be an obligor with respect to the Company is not a corporationNotes); (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made assumes all the obligations of such Issuer the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, transaction no Default or Event of Default exists;; and (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)) will, or to which on the date of such saletransaction 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, assignment, transfer, conveyance, lease or other disposition has been made, would either (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Leverage Ratio test set forth in the 79 first paragraph of Section 4.09(a); or 4.10 or (B) the Fixed Charge Coverage have a Leverage Ratio of the Company or the Person formed by or surviving any immediately after giving effect to such consolidation or merger (if other no greater than the Company)Leverage Ratio immediately prior to such consolidation or merger. 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 which such any other Person. This Section 5.01 shall not apply to a sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease conveyance or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionWholly-Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ), or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (a) such Issuer is the surviving Person; survivor or (b2) the Person formed by or surviving any such consolidation or merger (if other than such IssuerIssuer ) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has shall have been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trusteeindenture; (3c) immediately after such transaction, transaction no Default or Event of Default exists; (4d) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either; (Ai) 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, conveyancelease, lease conveyance or other disposition has shall have been mademade will, would on the date of such transaction and 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, 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(a)4.09 hereof; or (Bii) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the Company’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio of 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, conveyancelease, lease conveyance or other disposition has been made, is will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to before such transactiontransactions; and (5e) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, indenture (if any, ) comply with this Indenture.. The restrictions described in the foregoing clause (d), will not apply to (1) any consolidation or merger of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) any sale, assignment, transfer conveyance, lease or other disposition of properties or assets of a Restricted Subsidiary (other than Finance Corp.) to the Company or another Restricted Subsidiary. Notwithstanding the second preceding paragraph of this Section 5.01, the Company may reorganize as any other form of entity in accordance with the following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture pursuant to the terms of the Notes and this Indenture; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Borrower shall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not such Issuer the Borrower is the survivorsurviving corporation) or (2ii) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of the properties and assets of the Borrower and its properties or assetsRestricted Subsidiaries taken as a whole, in one or more related transactions, to another PersonPerson or Persons, unless: (1i) either: (a) such Issuer the Borrower is the surviving Personcorporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Borrower) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made (i) is an entity a corporation or a limited liability company organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as Columbia and (ii) assumes all the Company is not a corporationobligations of the Borrower under this Agreement and the Notes pursuant to agreements reasonably satisfactory to the Required Lenders; (2ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) immediately after giving effect to such transaction on a pro forma basis, the Borrower or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) the Borrower), or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made assumes all will, on the obligations date of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving pro forma effect to such transaction thereto and any related financing transaction on a pro forma basis transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease 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 test set forth in Section 4.09(a5.09(a); or. In addition, neither the Borrower nor any Restricted Subsidiary may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Section 5.26(a)(3) shall not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among the Borrower and any of its Restricted Subsidiaries. (Bb) Upon any such consolidation, merger, sale, assignment, conveyance, lease, transfer or other disposition in accordance with Section 5.25(a), the Fixed Charge Coverage Ratio of the Company or the successor Person formed by or surviving any such consolidation or merger (if other than into which the Company), Borrower is merged or to which such sale, assignment, transfer, conveyance, lease lease, transfer or other disposition has is made will succeed to, and be substituted for, and may exercise every right and power of, the Borrower under this Agreement with the same effect as if such successor had been madenamed as the Borrower therein, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and and thereafter (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, except in the event the Company becomes case of a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyancelease, lease conveyance or other disposition disposition) the predecessor Person will be relieved of properties or assets between or among all further obligations and covenants under this Agreement and the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionNotes.

Merger, Consolidation or Sale of Assets. (a) Neither The Company shall not in a single transaction or through a series of the Issuers may, directly or indirectly: (1) related transactions consolidate with or merge with or into another Person (whether into, or not such Issuer is the survivor) directly or (2) indirectly sell, assign, transfer, convey, lease or otherwise dispose of convey all or substantially all of its properties and assets to, another Person (except any Restricted Subsidiary existing on the date hereof and except any other Restricted Subsidiary created or assetsacquired after the date hereof with a positive Consolidated Net Worth, PROVIDED that in one connection with any merger of the Company with any such Subsidiary, no consideration (other than common stock in the surviving corporation or more related transactions, the Company) shall be issued or distributed to another Person, the stockholders of the Company) unless: (1) either: (a) such Issuer (i) the Company is the surviving Person; continuing person or (bii) the Person formed by resulting, surviving or surviving any such consolidation transferee entity (the "Surviving Entity") is a corporation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity partnership organized or and existing under the laws of the United States, any state of the United States thereof or the District of Columbia; providedColumbia and expressly assumes by supplemental indenture, howeverexecuted and delivered to the Trustee, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under this Indenture and the Securities; (3b) immediately after giving effect to such transaction, no Default or and no Event of Default existsunder this Indenture shall have occurred and be continuing; (4c) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if PRO FORMA basis, the same had occurred at the beginning Consolidated Net Worth of the applicable four-quarter period, either (A) 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, lease or other disposition has been made, would be permitted to incur Surviving Entity is at least $1.00 of additional Indebtedness pursuant equal to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio Consolidated Net Worth of the Company immediately prior to such transaction; and (5d) immediately after giving effect to such Issuer has delivered to transaction on a PRO FORMA basis, the Trustee an Officers’ Certificate and an Opinion Fixed Charge Coverage Ratio of Counsel, each stating the Surviving Entity is at least 1:1; PROVIDED that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion Fixed Charge Coverage Ratio of the Company before giving effect to a corporation or another form such transaction is within the range set forth in column (A) below, then the PRO FORMA Fixed Charge Coverage Ratio of entity or the Surviving Entity shall be at least equal to the lesser of (2x) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation ratio determined by multiplying the percentage set forth in Column B by the Fixed Charged Charge Coverage Ratio of the Company prior to such transaction, and (y) the ratio set forth in Column C below: (A) (B) (C) --- --- --- 1.11:1 to 1.99:1...................................... 90% 1.5:1 2.00:1 to 2.99:1...................................... 80% 2.1:1 3.00:1 to 3.99:1...................................... 70% 2.4:1 4.00:1 or more........................................ 60% 2.5:1 and PROVIDED, FURTHER, that if the PRO FORMA Fixed Charge Coverage Ratio of the Surviving Entity is 3:1 or more, the calculation in the preceding proviso shall be inapplicable and such transaction shall be deemed to have complied with or into one the require ments of its Restricted Subsidiaries for any purpose or this clause (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictiond).

Merger, Consolidation or Sale of Assets. (a) Neither In case of any consolidation of the Issuers mayCompany with, directly or indirectly: (1) consolidate or merge with or into merger of the Company into, any other Person, any merger of another Person into the Company (whether other than a merger which does not result in any reclassification, conversion, exchange or not such Issuer is the survivorcancellation of outstanding shares of Common Stock) or (2) sell, assign, transfer, convey, lease any sale or otherwise dispose transfer of all or substantially all of its properties the assets of the Company or assets, in one or more related transactions, to another Person, unless: (1) either: (a) such Issuer is the surviving Person; or (b) of the Person formed by or surviving any such consolidation or resulting from such merger or which acquires such assets, as the case may be, the portion of one Subject Share consisting of Common Stock shall thereafter be the kind and amount of securities receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock equal to the number of shares of Common Stock included in one Subject Share immediately prior to such consolidation, merger, sale or transfer, assuming (if other than i) such Issuer) holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such salesale or transfer was made, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not case may be ("CONSTITUENT PERSON"), or an Affiliate of a corporation; Constituent Person and (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4ii) in the case of a transaction involving consolidation, merger, sale or transfer which includes an election as to the Company and not Finance Corp.consideration to be received by the holders, immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) such holder made the Company or election actually made in respect of the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease 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 test set forth in Section 4.09(a); or Designated Subject Shares and (B) if there is a Subject Share Shortfall at the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving time at which any such consolidation or merger election is to be made, no election was made in respect of a number of Subject Shares equal to such Subject Share Shortfall, (if other than provided that in the Companycase of this clause (B), if the kind or to which amount of securities and other property receivable upon such saleconsolidation, assignmentmerger, transfer, conveyance, lease sale or other disposition has been made, transfer is equal to or greater than not the Fixed Charge Coverage Ratio same for each share of the Company Common Stock held immediately prior to such transaction; and consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (5"non-electing share"), then for the purpose of clause (B) such Issuer has delivered to of this Section 2.09 the Trustee an Officers’ Certificate kind and an Opinion amount of Counsel, each stating that securities and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Indenture to the contrary, in Agreement. In the event the Company becomes a corporation or is not the Company or surviving entity, this Agreement shall be assumed by the Person formed by with whom such transaction is effected and any such resulting or surviving any consolidation or merger (permitted in accordance with corporation shall expressly assume the terms of this Indenture) is a corporationobligation to deliver, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion upon exercise of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.2.01

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company may not consolidate with, directly or indirectly: (1) consolidate or merge with or into another Person (whether into, or not such Issuer is the survivor) or (2) sell, assign, transfer, convey, lease or otherwise dispose of transfer all or substantially all of its properties assets (as an entirety or assets, substantially as an entirety in one transaction or more a series of related transactions), to another Personany Person (except a wholly-owned Restricted Subsidiary, provided that in connection with any merger of the Company with a Restricted Subsidiary of the Company, no consideration (other than common stock in the surviving corporation or the Company) shall be issued or distributed to the shareholders of the Company) or permit any person to merge with or into it unless: (1) either: (a) such Issuer is the surviving Person; or (bi) the Company shall be the continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such Issuer) consolidation or into which the Company is merged or to which such salethe properties and assets of the Company are transferred (collectively, assignment, transfer, conveyance, lease or other disposition has been made is an entity the "Successor") shall be a corporation organized or and existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia; providedColumbia and shall expressly assume, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture indenture, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture; (3ii) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had basis, (a) no Default and no Event of Default under this Indenture shall have occurred at the beginning of the applicable four-quarter period, either and be continuing and (Ab) 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, lease or other disposition has been made, would be permitted to could incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of Section 4.09 hereof; and (iii) immediately after giving effect to such transaction on a pro forma basis, the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)of the surviving entity is at least 1:1; or (B) provided that if the Fixed Charge Coverage Ratio of the Company or before giving effect to such transaction is within the Person formed by or range set forth in column (A) below, then the pro forma Fixed Charge Coverage Ratio of the surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is entity shall be at least equal to or greater than the lesser of (x) the ratio determined by multiplying the percentage set forth in Column B by the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and, and (y) the ratio set forth in Column C below: (5) such Issuer has delivered 1.11:1 to 1.99:1.......................... 90% 1.5:1 2.00:1 to 2.99:1.......................... 80% 2.1:1 3.00:1 to 3.99:1.......................... 70% 2.4:1 4.00:1 or more............................ 60% 2.5:1 and provided, further, that if the Trustee an Officers’ Certificate and an Opinion pro forma fixed Charge Coverage Ratio of Counselthe surviving entity is 3:1 or more, each stating that such consolidation, merger or disposition the calculation in the preceding provision shall be inapplicable and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture transaction shall be deemed to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance have complied with the terms requirements of clause (iv) of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an IssuerSection 5.01. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company will not consolidate with, directly or indirectly: (1) consolidate or merge with or into another Person (whether into, or not such Issuer is the survivor) or (2) sell, assign, transfer, convey, lease or otherwise dispose of transfer all or substantially all of its properties assets (as an entirety or assets, substantially as an entirety in one transaction or more 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, unless: (1) either: (a) such Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such Issuer) consolidation or into which the Company is merged or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity the properties and assets of the Company are transferred shall be a corporation organized or and existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia; providedColumbia and shall expressly assume, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture indenture, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee; , all of the obligations of the Company under the Securities and this Indenture, and the obligations under this Indenture shall remain in full force and effect; (3ii) immediately before and immediately after giving effect to such transactiontransaction on a pro forma basis, no Default or Event of Default exists; (4and no event that, after notice or lapse of time, or both, would become an Event of Default) in the case of a transaction involving the Company shall have occurred and not Finance Corp.be continuing, and (iii) immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company or the such Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, would be permitted to could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in (other than Permitted Indebtedness) under Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 4.10, and immediately after such transaction, the Company or the surviving Person formed by holds all material permits, licenses, certifications or surviving any such consolidation or merger (if other than approvals required for operation of the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio business of the Company immediately as the same is conducted prior to such transaction; and (5) such Issuer has delivered 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 Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger or disposition transfer and such the supplemental indenture, if any, indenture in respect thereto comply with this Indentureprovision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor) surviving corporation); or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: : (aA) such Issuer the Company is the surviving Personcorporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; providedprovided that, however, that Finance Corp. may not consolidate or merge with or into any in the case such Person other than a corporation satisfying such requirement so long as the Company is not a corporation, a co-obligor of the notes is a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes all the obligations of such Issuer the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists;; and (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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, lease conveyance or other disposition has been mademade would, would on the date of 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 Section 4.09(a)) hereof; or (Bb) the would have a Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, that is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered . In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indentureany other Person. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to to: (1) any statutory conversion a merger of the Company to a corporation or with an Affiliate solely for the purpose of reincorporating the Company in another form of entity or jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Issuer may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such the Issuer is the survivor) surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its the properties or assetsassets of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either: (a) such the Issuer is the surviving Person; corporation or (b) the Person formed by or surviving any such consolidation or merger (if other than such the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity is, in the case of the Issuer, a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; providedColumbia (the Issuer or such Person, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”); (2) the Successor Company (if other than the Issuer), assumes all the obligations of such the Issuer under the Notes and Notes, this Indenture and any Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists;; and (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving pro forma effect to such transaction and any related financing transaction on a pro forma basis transactions, as if the same had occurred at the beginning of the applicable four-quarter period, either either (Aa) the Successor 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, lease 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 test set forth in Section 4.09(a); or 4.10(a) or (Bb) the Fixed Charge Coverage Ratio of for the Successor 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, lease or other disposition has been made, is equal to or and its Restricted Subsidiaries would be greater than such ratio for the Fixed Charge Coverage Ratio of the Company Issuer and its Restricted Subsidiaries immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms For purposes of this Indenture) is Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Issuer, which properties and assets, if held by the Issuer, instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer, on a corporationconsolidated basis, Finance Corp. may shall be merged into the Company or it may be dissolved and cease deemed to be an the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Issuer. (c) The predecessor company shall be released from its obligations under this Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor shall not be released from the obligation to pay the principal of and interest on the Notes. (d) This Section 5.01 will shall not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company Issuer and its Restricted Subsidiaries. Clauses (3Notwithstanding the foregoing, Section 5.01(a)(3) and (4) of Section 5.01(a) will shall not apply be applicable to (1a) any merger Restricted Subsidiary consolidating with, merging into or consolidation selling, assigning, transferring, conveying, leasing or otherwise disposing of the Company with all or into one part of its properties and assets to the Issuer or to another Restricted Subsidiaries for any purpose or Subsidiary and (2b) the Issuer merging with or into an Affiliate solely for the purpose and with the sole effect of reorganizing reincorporating the Company Issuer in another jurisdictionjurisdiction so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) ); or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of (including by way of division) all or substantially all of its properties or assets, assets in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (a) such Issuer is the surviving Personsurvivor; or (b2) the Person formed by or surviving any such consolidation or merger (if other than such IssuerIssuer ) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made expressly assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trusteeindenture; (3c) immediately after such transaction, transaction no Default or Event of Default exists; (4d) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either: (Ai) 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, conveyancelease, lease conveyance or other disposition has been mademade will, would on the date of 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, 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(a)4.09 hereof; or (Bii) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of 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, conveyancelease, lease conveyance or other disposition has been made, is made will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to before such transaction; and (5e) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, indenture (if any, ) comply with this Indenture. (b) Indenture and all conditions precedent therein relating to such transaction have been satisfied. Notwithstanding anything contained in the preceding paragraph of this Indenture to the contrarySection 5.01, in the event the Company becomes a corporation or the Company or the Person formed by or surviving may reorganize as any consolidation or merger (permitted other form of entity in accordance with the terms following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture; (4) immediately after such reorganization no Default or Event of Default exists; (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this Indentureclause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is a corporation, Finance Corp. may be merged into the Company subject to federal or it may be dissolved and cease state income taxation as an entity or (b) is considered to be an Issuer.“includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law); and (c6) This Section 5.01 will not apply to (1) any statutory conversion of the Company delivers an Officers’ Certificate to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply Trustee to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for effect that the purpose of reorganizing the Company in another jurisdictionforegoing requirements are satisfied.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) surviving corporation); or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, ; unless: (1) either: (a) such Issuer is the surviving Personcorporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, Columbia (provided that Finance Corp. may not consolidate if the Person formed by or merge surviving any such consolidation or merger with either Issuer is a limited liability company or into any a Person other than a corporation satisfying such requirement so long as corporation, a corporate co-issuer shall also be an obligor with respect to the Company is not a corporationNotes); (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has shall have been made assumes all the obligations of such Issuer the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, transaction no Default or Event of Default exists;; and (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)) will, or to which on the date of such saletransaction 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, assignment, transfer, conveyance, lease or other disposition has been made, would either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Leverage Ratio test set forth in the first paragraph of Section 4.09(a); or 4.10 or (Bb) the Fixed Charge Coverage have a Leverage Ratio of the Company or the Person formed by or surviving any immediately after giving effect to such consolidation or merger (if other no greater than the Company)Leverage Ratio immediately prior to 71 72 such consolidation or merger. 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 which such any other Person. This Section 5.01 shall not apply to a sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (c) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease conveyance or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionWholly Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectlyCompany nor the Parent Guarantor will: (1x) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) any Person; or (2y) sell, assign, transfer, convey, lease transfer or otherwise dispose of all or substantially all of its properties or assets, in one transaction or more a series of related transactions, to another Person, any Person unless: (1i) either: either (ax) such Issuer the Company or the Parent Guarantor, as applicable, is the surviving Person; continuing Person or (by) the resulting, surviving or transferee Person formed by (the “Surviving Company”) is a corporation, partnership (including a limited partnership), trust or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity limited liability company organized or and validly existing under the laws of the United StatesStates of America, any state of the United States thereof or the District of Columbia; providedColumbia and expressly assumes by supplemental indenture (or other joinder agreement, howeveras applicable) all of the Obligations of its predecessor, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long the Notes and the Note Guaranties, as the Company is not a corporationapplicable; (2ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction the transaction, no Default has occurred and any related financing is continuing; (iii) immediately after giving effect to the transaction on a pro forma basis as if basis, the same had occurred at the beginning of the applicable four-quarter period, either Parent Guarantor (A) the Company or the Person formed by or surviving any such consolidation or merger Surviving Company, as applicable) (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, would be permitted to incur i) could Incur at least $1.00 of additional Indebtedness pursuant to Debt under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or Test or (Bii) would have a Fixed Charge Coverage Ratio on a pro forma basis that is at least equal to the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company Parent Guarantor immediately prior to such transaction; and (5iv) such Issuer has delivered the Parent Guarantor delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such the consolidation, merger or disposition transfer and such the supplemental indenture, indenture (if any, ) comply with this the Indenture; provided, that clauses (B) and (C) shall not apply (i) to the consolidation, merger, sale, conveyance, transfer or other disposition of either the Company or the Parent Guarantor with or into a Wholly Owned Restricted Subsidiary or the consolidation, merger, sale, conveyance, transfer or other disposition of a Wholly Owned Restricted Subsidiary with or into either the Company or the Parent Guarantor or (ii) if, in the good faith determination of the Board of Directors of the Parent Guarantor, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the jurisdiction of formation or incorporation of the Company or the Parent Guarantor, as applicable. (b) Notwithstanding anything contained in this Indenture to the contrary, in the event Neither the Company becomes nor the Parent Guarantor shall lease all or substantially all of its assets, whether in one transaction or a corporation series of transactions, to one or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuermore other Persons. (c) This Section 5.01 Upon the consummation of any transaction effected in accordance with these provisions, if the Company or the Parent Guarantor, as applicable, is not the continuing Person, the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company or the Parent Guarantor, as applicable, under the Notes and the Note Guaranties, as applicable, with the same effect as if such Successor Company had been named as the Company or the Parent Guarantor, as applicable, in the Indenture. Upon any such substitution in the case of the Company, except for its sale, conveyance, transfer or disposition of less than all its assets, the Company will be released from its obligations under the Indenture and the Notes, and, upon any such substitution in the case of the Parent Guarantor, it will be released from its obligations under the Indenture and its Note Guaranty as described in Article XI. (d) The Co-issuer shall not apply consolidate or merge with or into any Person, or permit any Person to merge with or into the Co-issuer unless: (1i) any statutory conversion concurrently therewith, a corporate Wholly Owned Restricted Subsidiary of the Company to organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia (which may be the continuing Person as a result of such transaction) shall expressly assume, by a supplemental indenture (or other joinder agreement, as applicable), all of the Obligations of the Co-issuer under the Indenture and the Notes; or (ii) after giving effect thereto, at least one obligor on the Notes shall be a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among organized and validly existing under the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation laws of the Company United States of America or any jurisdiction thereof; and (iii) immediately after such transaction, no Default has occurred and is continuing. (e) No Subsidiary Guarantor may (i) consolidate or merge with or into any Person, or (ii) sell, convey, transfer or otherwise dispose of all or substantially all of the Subsidiary Guarantor’s assets, in one transaction or a series of its related transactions, to any Person, unless: (A) the other Person is the Parent Guarantor, the Company or any Restricted Subsidiaries for any purpose Subsidiary that is Subsidiary Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction; or (B) (i) either (x) the Subsidiary Guarantor is the continuing Person or (2y) with the resulting, surviving or into an Affiliate solely for transferee Person expressly assumes by supplemental indenture (or other joinder agreement, as applicable) all of the purpose obligations of reorganizing the Company in another jurisdiction.Subsidiary Guarantor under its Note Guaranty; and (ii) immediately after giving effect to the transaction, no Default has occurred and is continuing; or

Merger, Consolidation or Sale of Assets. (a) Neither None of the Issuers may, directly or indirectly: the Parent may (1i) consolidate or merge with or into another Person (whether or not such Issuer is the survivor) or (2ii) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, to another Person, unless: (1) either: (aA) such Issuer or the Parent, as applicable, is the surviving Personsurvivor; or (bB) the Person formed by or surviving any such consolidation or merger (if other than such IssuerIssuer or the Parent) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation, Finance Corp. may not engage in any such transaction described in clause (B) of this Section 8.1(a)(1) unless the Person formed by or surviving such consolidation or merger or to which such disposition is made is a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than such IssuerIssuer or the Parent, as applicable) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made assumes all the obligations of such Issuer or the Parent, as applicable, under the Notes Securities of each series and this Indenture pursuant to a supplemental indenture in a form or other agreement reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default default (as defined in Section 6.2) or Event of Default exists;; and (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Company)Parent, or to which such saleas applicable, assignment, transfer, conveyance, lease 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 test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of 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, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, indenture (if any, ) comply with this Indenture. (b) The restrictions described in Section 8.1(a)(3) will not apply to any consolidation or merger of the Parent with or into one or more of its wholly-owned Subsidiaries for any purpose or any sale, assignment, transfer, lease, conveyance or other disposition of properties or assets of any wholly-owned Subsidiary of the Parent to the Parent or another wholly-owned Subsidiary of the Parent. (c) Notwithstanding Section 8.1(a), the Company may reorganize as any other form of entity provided that: (1) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (2) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Securities of each series and this Indenture pursuant to a supplemental indenture or other agreement reasonably satisfactory to the Trustee; (3) immediately after such reorganization no default (as defined in Section 6.2) or Event of Default exists; and (4) such reorganization is not materially adverse to the Holders of the Securities of any series (for purposes of this Section 8.1(c)(4) a reorganization will not be considered materially adverse to the Holders of any Securities solely because the successor or survivor of such reorganization (A) is subject to federal or state income taxation as an entity or (B) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code, or any similar state or local law). (d) Notwithstanding anything contained in this Indenture Section 8.1 to the contrary, in the event if the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger of the Company or any of its successors hereunder (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer. (ce) This Section 5.01 will In addition, a Subsidiary Guarantor may not apply consolidate or merge with or into (whether or not such Subsidiary Guarantor is the survivor), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person other than an Issuer or another Guarantor, unless: (1) any statutory conversion of either: (A) the Company to a corporation or another form of entity Subsidiary Guarantor is the survivor; or (2B) the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is a Person organized or existing under the laws of properties the United States, any state of the United States or assets between the District of Columbia; (2) the Person formed by or among surviving any such consolidation or merger (if other than the Company and its Restricted Subsidiaries. Clauses Subsidiary Guarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Subsidiary Guarantor under this Indenture (including the Guarantee) then in effect pursuant to a supplemental indenture or other agreement reasonably satisfactory to the Trustee; (3) and immediately after such transaction, no default (as defined in Section 6.2) or Event of Default exists; and (4) such Subsidiary Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Section 5.01(a) will not apply to (1) any Counsel, each stating that such consolidation, merger or consolidation of the Company disposition and such supplemental indenture (if any) comply with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdictionthis Indenture.