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

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

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

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

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

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

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

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

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

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

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not not, in any transaction or series of transactions, merge or consolidate with, or merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person or Persons (other than a Permitted Joint Venture), and the consolidated property Company shall not permit any Restricted Subsidiary or Permitted Joint Venture to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Subsidiariesthe Restricted Subsidiaries and Permitted Joint Ventures, taken as a whole, to another any other Person or Persons (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)Permitted Joint Venture), whether in a single unless at the time of and after giving effect thereto (a) either (i) if the transaction or series of related transactionstransactions is a merger or consolidation involving the Company or a Restricted Subsidiary or a Permitted Joint Venture, unless the Company or such Restricted Subsidiary or Permitted Joint Venture shall be the surviving Person of such merger or consolidation, or (i)(xii) the Person formed by such consolidation or into which the Company or a Restricted Subsidiary or a Permitted Joint Venture is merged or to which the continuing properties and assets of the Company or such Restricted Subsidiary or Permitted Joint Venture, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of (including, with respect to the Restricted Subsidiaries, by merger or consolidation) (any such surviving Person or (yPersons of such merger or consolidation or to whom such sale, assignment, conveyance, lease or other disposition has been made being the "Surviving Entity") such other Person is shall be a corporation organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of Columbia, such other Person assumes Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and, in each case, this Indenture shall remain in full force and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes effect; (b) immediately before and (ii) immediately after giving effect to such transaction or series of transactions on a PRO FORMA basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing and the Company, such Restricted Subsidiary or Permitted Joint Venture or the Surviving Entity, as the case may be, after giving effect to such transaction or series of transactions on a PRO FORMA basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under this IndentureSection 4.08 (assuming a market rate of interest with respect to such additional Indebtedness); and (c) immediately after giving effect to such transaction or series of transactions on a PRO FORMA basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; PROVIDED, HOWEVER, that any Restricted Subsidiary may merge or consolidate with the Company if (A) the Company is the surviving Person of such merger or consolidation and (B) immediately before and immediately after giving effect to such transaction or series of transactions on a PRO FORMA basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. For purposes of In connection with any transaction contemplated by this Section 5.01, the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each in form reasonably satisfactory to the Trustee, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease, conveyance lease or other disposition and, if a supplemental indenture is required in connection with such transaction or series of transactions, such supplemental indenture comply with this Indenture. For the purposes of the foregoing and of Section 5.02, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties or and assets of one or more Restricted Subsidiaries or Permitted Joint Ventures, the Capital Stock of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a wholeCompany, shall be deemed to be the sale, transfer, lease, conveyance or other disposition transfer of all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureCompany.

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

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

When Company May Merge, Etc. Subject to Section 5.02The Company will not, the Company shall not in any transaction or series of transactions, merge or consolidate with, or merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets to, any person or persons, and the consolidated property Company will not permit any of its Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Subsidiaries, taken as a whole, to another Person any other person or persons, unless at the time of and after giving effect thereto (other than one or more Subsidiaries of a) either (i) if the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactionstransactions is a merger or consolidation, unless the Company shall be the surviving person of such merger or consolidation, or (i)(xii) the person formed by such consolidation or into which the Company or such Subsidiary is merged or to which the continuing Person properties and assets of the Company or such Subsidiary, as the case may be, are transferred (yany such surviving person or transferee person being the "Surviving Entity") such other Person is shall be a corporation organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of Columbia, such other Person assumes Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture and, in each case, this Indenture shall remain in full force and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes effect; (b) immediately before and (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing and the Company, or the Surviving Entity, as the case may be, after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under this Indenture. For purposes Section 4.07 (assuming a market rate of this Section 5.01interest with respect to such additional Indebtedness); and (c) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the saleConsolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions. In connection with any consolidation, merger, transfer, lease, conveyance assignment or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of contemplated hereby, the Company to another Person other than the Company shall deliver, or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed cause to be delivered, to the saleTrustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer, lease, conveyance assignment or other disposition of all or substantially all of and the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, in respect thereof comply with the applicable provisions of requirements under this Indenture; provided, however, that solely for purposes of computing amounts described in subclause (C) of Section 4.09, any such successor person shall only be deemed to have succeeded to and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation or transfer of assets.

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

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

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, with or merge with or intointo any other corporation, or sell, transfer, lease, convey convey, assign or otherwise dispose of transfer all or substantially all of its property and assets to any other corporation unless: (a) (i) if the consolidated property resulting or assets of the Company and its Subsidiaries, taken as a whole, to another Person (surviving corporation or successor corporation is other than one the Company, such resulting or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to surviving corporation or successor corporation is a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and existing under the laws of the United States of America, any state State thereof or the District of Columbia, and expressly assumes, by supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all obligations of the Company under the Securities and the Indenture, including the due and punctual payment of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interest, if any, Restated Principal Amount, Redemption Price, Repurchase Price, Change in Control Purchase Price or interest, if any, on the Securities, and the due and punctual performance and observance of all other covenants, agreements and conditions contained in this Indenture and the Securities to be performed or observed by the Company (including, without limitation, the obligations of the Company under Article 4 hereof) or (ii) if the Company is the resulting or surviving corporation but as a consequence of the consolidation or merger 80% or more of the Voting Stock of the Company is owned by a parent corporation organized and existing under the laws of the United States of America America, any State thereof or the District of Columbia, such other Person parent corporation expressly assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests as described in an entity that is a partnership for U.S. federal income tax purposes and clause (iii) above; (b) immediately after giving effect to such transaction or series of transactionstransaction, no Default default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 5.01, continuing; and (c) the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel (Counsel, each of which may rely upon shall comply with Section 12.4 and shall state that such Officers’ Certificate as to the absence of Defaults transaction and Events of Default and other statements of fact) stating that the proposed transaction and, if required, any such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureArticle 7 and that all conditions precedent herein provided for relating to such transaction have been complied with.

When Company May Merge, Etc. Subject to Section 5.02The Company will not, the Company shall not in any transaction or series of transactions, merge or consolidate with, or merge with or into, or sell, assign, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person or Persons, and the consolidated property Company will not permit any of its wholly owned Subsidiaries to enter into any such transaction or series of transactions if such transactions or series of transactions, in the aggregate, would result in a sale, assignment, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company and its SubsidiariesSubsidiaries on a consolidated basis to any other Person or Persons, taken as unless at the time and after giving effect thereto (i) either (A) if the transaction or transactions is a wholemerger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company or such Subsidiary is merged or to another Person (other than one or more Subsidiaries which the properties and assets of the Company or such Subsidiary, as the case may be, substantially as an entirety, are transferred (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing any such surviving Person or (ytransferee Person being the "Surviving Entity") such other Person is shall be a corporation organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of Columbia, such other Person assumes Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture, and in each case, this Indenture shall remain in full force and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and effect; (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing continuing, and the Company or the surviving entity, as the case may be, after giving effect to such transaction or series of transactions on a pro forma basis, could incur $1.00 of additional indebtedness under this Indenture. For purposes the first paragraph of this Section 5.016.10 hereof (assuming a market rate of interest with respect to such additional Indebtedness); and (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets Consolidated Net Worth of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance immediately before such transaction or other disposition series of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Persontransactions. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel (Counsel, each of which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, shall comply with the applicable provisions Section 12.04 and each of which shall state in effect that such consolidation, merger or transfer comply with this IndentureArticle 7 and that all conditions precedent herein provided for relating to such transaction have been complied with.

When Company May Merge, Etc. Subject to Section 5.02, the (a) The Company shall not not, in a single transaction or series of related transactions, consolidate with, or merge with or intointo any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated property or assets of basis for the Company and its the Company's Restricted Subsidiaries, taken ) whether as a whole, an entirety or substantially as an entirety to another any Person unless: (i) either (1) the Company shall be the surviving or continuing corporation or (2) the Person (if other than one the Company) formed by such consolidation or more Subsidiaries of into which the Company (it being understood that this Article 5 shall not apply to a is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of property or assets between or among the Company and its Subsidiaries)), whether in of the Company's Restricted Subsidiaries substantially as an entirety (the "SURVIVING ENTITY") (x) shall be a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, or any state of the United States of America State thereof or the District of ColumbiaColumbia and (y) shall expressly assume, such other Person assumes by supplemental indenture (in form and substance 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 on all of the obligations Notes and the performance of every covenant of the Notes, this Indenture and the Registration Rights Agreement on the part of the Company under the Securities and this Indenture and following such transaction to be performed or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred in connection with or in respect of transactionssuch transaction), the Company or such Surviving Entity, as the case may be, (1) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and be continuing under this Indenture. For purposes (iv) the Company or the Surviving Entity shall have delivered to the Trustee an Officers' Certificate and an opinion of this Section 5.01counsel, the each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if requireda supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureIndenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied.

When Company May Merge, Etc. Subject to Section 5.02The Company will not, the Company shall not in any transaction or series of transactions, merge or consolidate with, or merge with or into, or sell, assign, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person or Persons, and the consolidated property Company will not permit any of its wholly owned Subsidiaries to enter into any such transaction or series of transactions if such transactions or series of transactions, in the aggregate, would result in a sale, assignment, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company and its SubsidiariesSubsidiaries on a consolidated basis to any other Person or Persons, taken as unless at the time and after giving effect thereto (i) either (A) if the transaction or transactions is a wholemerger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company or such Subsidiary is merged or to another Person (other than one or more Subsidiaries which the properties and assets of the Company or such Subsidiary, as the case may be, substantially as an entirety, are transferred (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing any such surviving Person or (ytransferee Person being the "Surviving Entity") such other Person is shall be a corporation organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of Columbia, such other Person assumes Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture, and in each case, this Indenture shall remain in full force and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and effect; (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing continuing, and the Company or the surviving entity, as the case may be, after giving effect to such transaction or series of transactions on a pro forma basis, could incur $1.00 of additional indebtedness under this Indenture. For purposes the first paragraph of this Section 5.015.10 hereof (assuming a market rate of interest with respect to such additional Indebtedness); and (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets Consolidated Net Worth of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance immediately before such transaction or other disposition series of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Persontransactions. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel (Counsel, each of which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, shall comply with the applicable provisions Section 11.04 and each of which shall state in effect that such consolidation, merger or transfer comply with this IndentureArticle 6 and that all conditions precedent herein provided for relating to such transaction have been complied with.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not not, in any transaction or series of transactions, merge or consolidate with, or merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person or Persons, and the consolidated property Company shall not permit any Restricted Subsidiary to enter into any such transaction or series of related transactions if such transaction or series of transactions, in the aggregate, would result in a direct or indirect sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its the Restricted Subsidiaries, taken as a whole, to another any other Person or Persons, unless at the time of and after giving effect thereto (other than one or more Subsidiaries of i) either (x) if the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactionstransactions is a merger or consolidation involving the Company, unless (i)(x) the Company is shall be the continuing surviving Person of such merger or consolidation, or (y) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company or such Restricted Subsidiary, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of (including, with respect to the Restricted Subsidiaries, by merger or consolidation) (any such surviving Person or Persons of such merger or consolidation or to whom such sale, assignment, conveyance, lease or other Person is disposition has been made being the "Surviving Entity") shall be a corporation organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of Columbia, such other Person assumes Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and Securities, this Indenture and, if then in effect, the Registration Rights Agreement, and following such transaction or series of related transactions the Reference Property does not include interests Escrow Agreement, and in an entity that is a partnership for U.S. federal income tax purposes each case, this Indenture and, if then in effect, the Registration Rights Agreement, and the Escrow Agreement shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma --- ----- basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing and the Company or the Surviving Entity, as the case may be, after giving effect to such transaction or series of transactions on a pro forma basis (including, without --- ----- limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the Leverage Ratio set forth in Section 4.08; and (iii) immediately after giving effect to such transaction or series of transactions on a pro forma --- ----- basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions. In connection with any transaction contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, to the Trustee an Officers' Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee, each stating that such consolidation, merger, transfer, lease, assignment or other disposition and the supplemental indenture in respect thereof complies with the requirements under this Indenture. For all purposes of this Indenture and the Securities (including the provisions of this Section 5.015.01 and Section 5.02 and the covenants described in Sections 4.08, the sale4.11 and 4.15), transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the Company to another Person other than the Company or one or more other Subsidiaries of the Companycovenant described in Section 4.15 and all Indebtedness, which properties and all Liens on property or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, the Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely have been incurred upon such Officers’ Certificate as to the absence transaction or series of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenturetransactions.

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

When Company May Merge, Etc. Subject to Section 5.02, the (a) The Company shall not not, in a single transaction or series of related transactions, consolidate with, or merge with or intointo any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated property or assets of basis for the Company and its the Company's Restricted Subsidiaries, taken ) whether as a whole, an entirety or substantially as an entirety to another any Person unless: (i) either (1) the Company shall be the surviving or continuing corporation or (2) the Person (if other than one the Company) formed by such consolidation or more Subsidiaries of into which the Company (it being understood that this Article 5 shall not apply to a is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of property or assets between or among the Company and its Subsidiaries)), whether in of the Company's Restricted Subsidiaries substantially as an entirety (the "SURVIVING ENTITY") (x) shall be a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, or any state of the United States of America State thereof or the District of ColumbiaColumbia and (y) shall expressly assume, such other Person assumes by supplemental indenture (in form and substance 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 on all of the obligations Notes and the performance of every covenant of the Notes, this Indenture and the Registration Rights Agreement on the part of the Company under the Securities and this Indenture and following such transaction to be performed or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred in connection with or in respect of transactionssuch transaction), the Company or such Surviving Entity, as the case may be, (1) shall have a Consolidated Net Worth equal to or greater than 90% of the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes continuing; and (iv) the Company or the Surviving Entity shall have delivered to the Trustee an Officers' Certificate and an Opinion of this Section 5.01Counsel, the each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Companydisposition, which properties or assets, and if held by the Company instead of a supplemental indenture is required in connection with such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if requiredtransaction, such supplemental indenture (if any) will, upon consummation of the proposed transactionindenture, comply with the applicable provisions of this IndentureArticle Five and that all conditions precedent herein relating to such transaction have been satisfied.

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

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

When Company May Merge, Etc. Subject to Section 5.02(a) The Company will not, the Company shall not in any transaction or series of transactions, merge or consolidate with, or merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any person or persons, and the consolidated property Company will not permit any of its Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Subsidiaries, taken as a whole, to another Person any other person or persons, unless at the time of and after giving effect thereto (other than one or more Subsidiaries of i) either (x) if the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactionstransactions is a merger or consolidation, unless (i)(x) the Company is shall be the continuing Person surviving person of such merger or consolidation, or (y) the person formed by such other Person consolidation or into which the Company or such Subsidiary is merged or to which the properties and assets of the Company or such Subsidiary, as the case may be, are transferred (any such surviving person or transferee person being the "Surviving Entity") shall be a corporation organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of Columbia, such other Person assumes Columbia and shall expressly assume by a supplemental indenture all executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the obligations principal of, premium, if any, and interest on all the Securities and the performance and observance of every covenant and obligation of this Indenture and the Securities on the part of the Company under to be performed or observed and, in each case, the Securities Indenture shall remain in full force and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and effect; (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes and the Company, or the Surviving Entity, as the case may be, after giving effect to such transaction or series of this transactions on a pro forma basis (including, 69 61 without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness pursuant to the proviso in Section 5.014.08 (assuming a market rate of interest with respect to such additional Indebtedness); (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to another Person other than the Consolidated Net Worth of the Company immediately before such transaction or series of transactions, and (iv) the Company or one or more other Subsidiaries of the CompanySurviving Entity, which properties or assets, if held by as the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a wholecase may be, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver have delivered to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as Counsel, each in form and substance reasonably satisfactory to the absence of Defaults and Events of Default and other statements of fact) Trustee, each stating that the proposed transaction such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and, if requireda supplemental indenture is required in connection with such transaction or series of transactions, such supplemental indenture indenture, complies with this Indenture and that all conditions precedent herein provided for relating to such transaction or series of transactions have been complied with; provided, however, that, solely for purposes of computing amounts described in subclause (if anyC) will, upon consummation of the proposed transactioncovenant described in Section 4.09, comply any such Surviving Entity shall only be deemed to have succeeded to and be substituted for the Company with respect to periods subsequent to the applicable provisions effective time of this Indenturesuch merger, consolidation or transfer of assets.

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

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

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

When Company May Merge, Etc. Subject to Section 5.02, the (a) The Company shall not not, in a single transaction or series of related transactions, consolidate with, or merge with or intointo any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated property or assets of basis for the Company and its the Company's Restricted Subsidiaries, taken ) whether as a whole, an entirety or substantially as an entirety to another any Person unless: (i) either (1) the Company shall be the surviving or continuing corporation or (2) the Person (if other than one the Company) formed by such consolidation or more Subsidiaries of into which the Company (it being understood that this Article 5 shall not apply to a is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of property or assets between or among the Company and its Subsidiaries)), whether in of the Company's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and validly existing under the laws of the United States of America, or any state of the United States of America State thereof or the District of ColumbiaColumbia and (y) shall expressly assume, such other Person assumes by supplemental indenture (in form and substance 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 on all of the obligations Notes and the performance of every covenant of the Notes, this Indenture and the Registration Rights Agreement on the part of the Company under the Securities and this Indenture and following such transaction to be performed or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred in connection with or in respect of transactionssuch transaction), the Company or such Surviving Entity, as the case may be, (1) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and be continuing under this Indenture. For purposes (iv) the Company or the Surviving Entity shall have delivered to the Trustee an Officers' Certificate and an Opinion of this Section 5.01Counsel, the each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if requireda supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this IndentureIndenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not not, in a single transaction or a series of related transactions, consolidate with, with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company's assets determined on a consolidated property or assets of basis for the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries adopt a plan of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions, liquidation unless (i)(xi) either (1) the Company is the continuing Surviving Person or (y2) the Person (if other than the Company) formed by such other consolidation or into which the Company is merged or the Person is that acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety or, in the case of a plan of liquidation, the Person to which assets of the Company have been transferred, shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, or any state of the United States of America State thereof or the District of Columbia, ; (ii) such other Surviving Person assumes by supplemental indenture shall assume all of the obligations of the Company under the Securities Debentures and this Indenture and following such transaction or series of related transactions pursuant to a supplemental indenture in a form reasonably satisfactory to the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Trustee; (iiiii) immediately after giving effect to such transaction and the use of the proceeds therefrom (on a pro forma basis, including giving effect to any Indebtedness incurred or series anticipated to be incurred in connection with such transaction and the use of transactionsthe proceeds therefrom), (1) no Default or Event of Default shall have occurred and be continuing and (2) either (x) such Surviving Person shall be able to incur $1.00 of additional Indebtedness under the first paragraph of Section 4.05 of this IndentureIndenture or (y) the Leverage Ratio for such Surviving Person would be less than the Leverage Ratio of the Company immediately prior to such transaction; and (iv) the Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer complies with this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. For purposes of this Section 5.01the foregoing, the sale, transfer, transfer (by lease, conveyance assignment, sale or other disposition otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall will be deemed to be the sale, transfer, lease, conveyance or other disposition transfer of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.or

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

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

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

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries of that are at least 90% owned by the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)Company), whether in a single transaction or series of related transactions, unless (i)(xi) the Company is the continuing Person corporation or (y) such other Person is a corporation organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, or the Cayman Islands, and such other Person corporation assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indentureexist. For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of that are at least 90% owned by the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as on a wholeconsolidated basis, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Officer’s Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Officer’s Certificate as to the absence of Defaults and Events of Default and other statements of factDefault) stating that the proposed transaction and, if requireda supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

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

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not not, in any transaction or series of transactions, merge or consolidate with, or merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person or Persons (other than a Permitted Joint Venture), and the consolidated property Company shall not permit any Restricted Subsidiary or Permitted Joint Venture to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Subsidiariesthe Restricted Subsidiaries and Permitted Joint Ventures, taken as a whole, to another any other Person or Persons (other than one or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)Permitted Joint Venture), whether in a single unless at the time of and after giving effect thereto (a) either (i) if the transaction or series of related transactionstransactions is a merger or consolidation involving the Company or a Restricted Subsidiary or a Permitted Joint Venture, unless the Company or such Restricted Subsidiary or Permitted Joint Venture shall be the surviving Person of such merger or consolidation, or (i)(xii) the Person formed by such consolidation or into which the Company or a Restricted Subsidiary or a Permitted Joint Venture is merged or to which the continuing properties and assets of the Company or such Restricted Subsidiary or Permitted Joint Venture, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of (including, with respect to the Restricted Subsidiaries, by merger or consolidation) (any such surviving Person or (yPersons of such merger or consolidation or to whom such sale, assignment, conveyance, lease or other disposition has been made being the "Surviving Entity") such other Person is shall be a corporation organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of Columbia, such other Person assumes Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and, in each case, this Indenture shall remain in full force and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes effect; (b) immediately before and (ii) immediately after giving effect to such transaction or series of transactions on a PRO FORMA basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing and the Company, such Restricted Subsidiary or Permitted Joint Venture or the Surviving Entity, as the case may be, after giving effect to such transaction or series of transactions on a PRO FORMA basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under this IndentureSection 4.08 (assuming a market rate of interest with respect to such additional Indebtedness); and (c) immediately after giving effect to such transaction or series of transactions on a PRO FORMA basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; PROVIDED, HOWEVER, that any Restricted Subsidiary may merge or consolidate with the Company if (A) the Company is the surviving Person of such merger or consolidation and (B) immediately before and immediately after giving effect to such transaction or series of transactions on a PRO FORMA basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. For purposes of In connection with any transaction contemplated by this Section 5.01, the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each in form reasonably satisfactory to the Trustee, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease, conveyance lease or other disposition and, if a supplemental indenture is required in connection with such transaction or series of transactions, such supplemental indenture comply with this Indenture. For the purposes of the foregoing and of Section 5.02, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties or and assets of one or more Restricted Subsidiaries or Permitted Joint Ventures, the Capital Stock of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the consolidated properties or and assets of the Company and its Subsidiaries, taken as a wholeCompany, shall be deemed to be the sale, transfer, lease, conveyance or other disposition transfer of all or substantially all of the consolidated properties and assets of the Company. For all purposes of this Indenture and the Securities (including the provisions of this Section 5.01 and Section 5.02 and the covenants described in Sections 4.08, 4.11 and 4.14), Subsidiaries of any Surviving Entity will, upon such transaction or assets series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the covenant described in Section 4.14 and all Indebtedness, and all Liens on property or assets, of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or Restricted Subsidiaries immediately prior to the consummation such transaction or series of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely transactions shall be deemed to have been incurred upon such Officers’ Certificate as to the absence transaction or series of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenturetransactions.

When Company May Merge, Etc. Subject to Section 5.02The Company will not, the Company shall not in any transaction or series of transactions, merge or consolidate with, or merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person or Persons, and the consolidated property Company will not permit any of its Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Subsidiaries, taken as a whole, to another any other Person or Persons, unless at the time of and after giving effect thereto (other than one or more Subsidiaries of a) either (i) if the Company (it being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactionstransactions is a merger or consolidation, unless the Company shall be the surviving Person of such merger or consolidation, or (i)(xii) the Person formed by such consolidation or into which the Company or such Subsidiary is merged or to which the continuing properties and assets of the Company or such Subsidiary, as the case may be, are transferred (any such surviving Person or (ytransferee Person being the "Surviving Entity") such other Person is shall be a corporation organized and existing under the laws of the United States of America, any state of the United States of America or thereof, the District of Columbia, such other Person assumes Canada or any province thereof and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture, and in each case, this Indenture shall remain in full force and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes effect; (b) immediately before and (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes continuing; (c) the Company or the Surviving Entity, as the case may be, after giving effect to such transaction or series of this transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such 63 transaction or series of transactions), could incur $1.00 of additional Indebtedness pursuant to the first paragraph of Section 5.014.08 (assuming a market rate of interest with respect to such additional Indebtedness); and (d) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the saleConsolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions. Notwithstanding the foregoing clauses (b), (c) and (d), (i) any Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits. In connection with any consolidation, merger, transfer, lease, conveyance assignment or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of contemplated hereby, the Company to another Person other than the Company shall deliver, or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed cause to be delivered, to the saleTrustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer, lease, conveyance assignment or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such any supplemental indenture (if any) will, upon consummation of the proposed transaction, in respect thereof comply with the applicable provisions requirements under the foregoing clause (a) of this IndentureSection 5.01 and that all conditions precedent provided for in this Indenture relating to the transaction or series of transactions have been complied with, provided, however, that solely for purposes of computing amounts described in subclause (C) of Section 4.09, any such successor Person shall only be deemed to have succeeded to and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation or transfer of assets.

When Company May Merge, Etc. Subject to Section 5.02, the The Company shall not consolidate with, or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, any person unless: (1) the consolidated property person formed by or assets of the Company and its Subsidiaries, taken as a whole, to another Person surviving any such consolidation or merger (if other than one the Company), or more Subsidiaries of the Company (it being understood that this Article 5 shall not apply to a which such sale, assignment, transfer, lease, conveyance or other disposition of property or assets between or among the Company and its Subsidiaries))has been made, whether in is a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person is corporation organized and existing under the laws of the United States of America, any state of the United States of America thereof or the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company), or to which such other Person sale, assignment, transfer, lease, conveyance or disposition has been made, assumes by supplemental indenture satisfactory in form to the Trustee all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and Indenture; (iiiii) immediately after such transaction, and giving effect to such transaction or series of transactionsthereto, no Default or Event of Default shall have has occurred and be continuing under this Indenture. For purposes of this Section 5.01is continuing; (iv) the Company or any corporation formed by or surviving any such consolidation or merger, the or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, has Consolidated Adjusted Net Worth (immediately after the transaction and giving effect thereto, excluding any write-ups of all assets resulting from such consolidation or substantially all of merger) at least equal to the properties or assets of one or more Subsidiaries Consolidated Adjusted Net Worth of the Company to another Person other than immediately preceding the transaction; (v) immediately after such transaction and giving effect thereto, the Company or one any corporation formed by or more other Subsidiaries of the Companysurviving any such consolidation or merger, or to which properties or assetssuch sale, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the saleassignment, transfer, lease, conveyance or other disposition shall have been made, shall be able to incur an additional $1.00 of all or substantially all Indebtedness pursuant to clause (b) of the consolidated properties or assets of Section 4.03; and (vi) the Company and its Subsidiaries, taken as a whole, to another Person. The Company shall deliver has delivered to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction (A) an Officers’ ' Certificate (attaching the calculation to demonstrate compliance with clauses (iv) and (v) above) and an Opinion of Counsel Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Section 5.01 and that all conditions precedent relating to such transaction have been complied with, and (which may rely upon such Officers’ Certificate as to B) a certificate from the absence of Defaults and Events of Default and other statements of fact) Company's independent certified public accountants, stating that the proposed transaction and, if required, such supplemental indenture Company has made the calculations required by clauses (if anyiv) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indentureand (v) above.

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

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