(3) immediately after such transaction, no Default exists;
(4) immediately after giving Pro Forma Effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable Test Period, (i) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Ratio Test, or (ii) the Interest Coverage Ratio for the Successor Company would be equal to or greater than the Interest Coverage Ratio for the Issuer immediately prior to such transaction;
(5) if the Successor Company is not Holdings or the Issuer, each Note Guarantor, unless it is the other party to the transactions described above, in which case clause (2) above shall apply, shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Persons obligations under this Indenture and the Notes; and
(6) the Issuer shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.
This Section 5.01(a) shall not apply to any sale, assignment, lease, conveyance, transfer or other disposition by the Issuer of all or part of its properties and assets to any Note Guarantor.
Section 5.01(a)(3) and (4) shall not apply in the event that (i) any Restricted Subsidiary merges, amalgamates or consolidates with or into or winds up into or sells, assigns, leases, conveys, transfers or otherwise disposes of all or part of its properties and assets to Holdings or (ii) Holdings consolidates with, amalgamates with or merges with or into, or winds up into an Affiliate of Holdings solely for the purpose of reincorporating Holdings in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of Holdings and its Restricted Subsidiaries is not increased thereby.
(b) The Successor Company shall succeed to, and be substituted for Holdings or the Issuer, as the case may be, under this Indenture, the Notes, the Equal Priority Intercreditor Agreement and the applicable Security Documents, and in such event Holdings or the Issuer, as applicable, shall automatically be released from its obligations thereunder (other than in connection with any consolidation, amalgamation, lease or merger). The sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of Holdings, which properties and assets, if held by Holdings instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of Holdings on a consolidated basis, shall be deemed to be the disposition of all or substantially all of the properties and assets of Holdings.
(c) Subject to the provisions of Section 10.06 and the Security Documents, no Subsidiary Guarantor will, and Holdings shall not permit any such Subsidiary Guarantor to, merge, amalgamate or consolidate with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless (i) (A) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor, as applicable, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the Successor Person); (B) the Successor Person, if other than such Subsidiary Guarantor, expressly assumes all the obligations of such