Common use of Company May Consolidate, Etc. on Certain Terms Clause in Contracts

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to, another Person, unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) expressly assumes, by supplemental indenture all of the Company’s obligations under the Securities and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture, and the Company shall be discharged from its obligations under the Securities and this Indenture except in the case of any such lease. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or intointo or amalgamate with or otherwise combine with, or sell, convey, lease or otherwise transfer or lease dispose of all or substantially all of its properties the Company’s and assets the Company’s Subsidiaries’ consolidated assets, taken as a whole, to, another Person, unless: (a1) the Company is the surviving Person or (2) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) (the “Issuer Permitted Successor”) (A) is a Person organized under the laws of any Permitted Jurisdiction and treated as a corporation for U.S. federal income tax purposes and (B) expressly assumes, assumes by supplemental indenture in form satisfactory to the Trustee all of the Company’s obligations under the Securities Notes and this Indenture; and (b) B. immediately after giving effect to such transaction, (i) the Company is a Wholly-Owned Subsidiary of the Guarantor or a Guarantor Permitted Successor or has merged into the Guarantor or a Guarantor Permitted Successor and (ii) no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.02, any sale, lease or other transfer or disposition of the assets of one or more Subsidiaries of the Company to another Person that would, if such assets were held directly by the Company instead of such Subsidiaries, have constituted the sale, lease or other transfer or disposition of all or substantially all of the Company’s consolidated assets, taken as a whole, shall be deemed to be the sale, lease or other transfer or disposition of the assets of all or substantially all of the Company’s consolidated assets, taken as a whole, to another Person. (b) Upon any such consolidation, merger merger, combination, or sale, conveyance, lease or other transfer or leasedisposition and upon the assumption by the Issuer Permitted Successor, by supplemental indenture, executed and delivered to the Trustee and in form satisfactory to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the resultingdue and punctual delivery and/or payment, surviving or transferee Person as the case may be, of any consideration due upon exchange of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture and the Notes to be performed by the Company, such Issuer Permitted Successor (if not the Company) shall succeed to, and may exercise every right and power ofof and be substituted for, the Company under this IndentureCompany, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Securities Notes and this Indenture except Indenture. Such Issuer Permitted Successor (instead of the Company, if applicable) thereupon may cause to be signed, and may issue either in its own name or in the case name of the Company any such lease. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties Notes issuable hereunder which theretofore shall not have been signed by the Company and assets delivered to the Trustee; and, upon the order of one such Issuer Permitted Successor instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or more Subsidiaries cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to another Personthe Trustee for authentication, which properties and assets, if held by any Notes that such Issuer Permitted Successor thereafter shall cause to be signed and delivered to the Company instead Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiaries, would constitute all or substantially all Notes had been issued at the date of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, to another Personexecution hereof.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, with or merge with or into, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of the consolidated properties or assets of the Company and its properties and assets toSubsidiaries, taken as a whole, in one transaction or any series of transactions, to another Person, unless: (a) the resulting, surviving or transferee Person (if other than the Company) (the “Successor Company”), if not the Company, ) shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and ; (b) the Successor Company (if not the Company) expressly assumes, by supplemental indenture unconditionally assumes all of the Company’s obligations under the Securities Notes and this Indenture; andIndenture (including, for the avoidance of doubt, the obligation to pay Additional Interest pursuant to Section 4.10) and applicable Security Documents pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee and/or the Collateral Agent; (bc) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon ; and (d) in any such transaction where the Company is not the surviving or transferee Person, the Company, the Successor Company or the transferee Person, as applicable, shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that the consolidation, merger or merger, sale, conveyance, transfer assignment, transfer, lease or lease, the resulting, surviving or transferee Person (if not the Company) shall succeed to, other disposition and may exercise every right and power of, the Company under this Indenture, and the Company shall be discharged from its obligations under the Securities and such supplemental indenture complies with this Indenture except and all conditions precedent provided for in the case of any this Indenture relating to such leasetransaction have been complied with. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another PersonPerson that is not the Company or a Subsidiary of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease by the Company of all or substantially all of the its consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or intointo or otherwise combine with another Person, or sell, convey, lease or otherwise transfer or lease dispose of all or substantially all of the Company’s and its properties and assets toSubsidiaries’ consolidated assets, taken as a whole, to another Person, unless: (ai) the Company is the surviving corporation or the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”), if not the Company, shall be ) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company such corporation (if not the Company) expressly assumes, assumes by supplemental indenture all of the Company’s obligations under the Securities Notes and this Indenture; and (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, any sale, lease or other transfer or disposition of the assets of one or more Subsidiaries of the Company to a third party that would, if such assets were held directly by the Company instead of such Subsidiaries, have constituted the sale, lease or other transfer or disposition of all or substantially all of the Company’s and its Subsidiaries’ consolidated assets, taken as a whole, shall be deemed to be the sale, lease or other transfer or disposition of the assets of all or substantially all the Company’s and its Subsidiaries’ consolidated assets, taken as a whole, to another Person. (b) Upon any such consolidation, merger merger, combination or sale, conveyance, lease or other transfer or leasedisposition and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the resultingdue and punctual delivery and/or payment, surviving or transferee Person as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture and the Notes to be performed by the Company, such Successor Company (if not the Company) shall succeed to, and may exercise every right and power ofof and be substituted for, the Company under this IndentureCompany, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Securities Notes and this Indenture Indenture, except in the case of any such lease. For purposes of this Section 11.01, the sale, conveyance, transfer or a lease of all or substantially all assets. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the properties Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and assets delivered to the Trustee; and, upon the order of one such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or more Subsidiaries cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to another Personthe Trustee for authentication, which properties and assets, if held by any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Company instead Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiaries, would constitute all or substantially all Notes had been issued at the date of the consolidated properties and assets execution hereof. In the event of the Company and its direct any such consolidation, merger, combination or indirect Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease disposition (but not in the case of all or substantially all a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture shall be released from its liabilities as obligor and maker of the consolidated properties Notes and assets of from its obligations under this Indenture and the Company and its direct or indirect Subsidiaries, taken as a whole, to another PersonNotes.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not in any transaction or series of transactions consolidate with, with or merge with or intointo any other Person (other than a merger of a Subsidiary of the Company into the Company in which the Company is the continuing Person), or sell, assign, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of the assets of the Company or its properties and Subsidiaries, taken as a whole, to another Person (except in the case of a conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company’s assets to, another Personto solely one or more of the Company’s Wholly Owned Subsidiaries) (a “Business Combination Event”), unless: (a) the resulting, surviving or transferee Person (x) is the “Successor Company”), Company or (y) if not the Company, shall be is a corporation Qualified Successor Entity (such Qualified Successor Entity, the “Successor Entity”) duly organized and existing under the laws of the United States of America, any State thereof or the District of ColumbiaColumbia that expressly assumes (by executing and delivering to the Trustee, and at or before the Successor Company (if not the Companyeffective time of such Business Combination Event, a supplemental indenture) expressly assumes, by supplemental indenture all of the Company’s obligations of the Company under the Securities Notes and this Indenture; and (b) immediately after giving effect to such transactionBusiness Combination Event, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture, and the Company shall be discharged from its obligations under the Securities and this Indenture except in the case of any such lease. For purposes of this Section 11.01, the conveyance, transfer, sale, conveyance, transfer lease or lease other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as on a wholeconsolidated basis, shall be deemed to be the conveyance, transfer, sale, conveyance, transfer lease or lease other disposition of all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, to another Person. The provisions of this Article 11 shall not apply to the Company’s conveyance, transfer, sale, lease or other disposition of all or substantially all of its assets to solely one or more of the Company’s Wholly Owned Subsidiaries.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, or merge with or into, or sell, convey, transfer or lease all or substantially all of its the consolidated properties and assets to, of the Company to another Person, Person unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assumesassume, by supplemental indenture all of the Company’s obligations of the Company under the Securities Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon ; and (c) if, upon the occurrence of any such consolidationtransaction, merger or sale, conveyance, transfer or lease, (x) the Notes would become convertible into securities issued by an issuer other than the resulting, surviving surviving, transferee or transferee Person (if not the Company) shall succeed tosuccessor corporation, and may exercise every right (y) such resulting, surviving, transferee or successor corporation is a Wholly Owned Subsidiary of the issuer of such securities into which the Notes have become convertible, such other issuer shall fully and power ofunconditionally guarantee on a senior basis the resulting, the Company under this Indenturesurviving, and the Company shall be discharged from its transferee or successor corporation’s obligations under the Securities and this Indenture except in the case of any such leaseNotes. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as on a wholeconsolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, to another Person. Notwithstanding the foregoing, this Article 11 shall not apply to any sale, conveyance, transfer or lease of assets between or among the Company and its Wholly Owned Subsidiaries and, in such an event, the Company shall not be discharged from its obligations under the Notes and this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.0212.02, the Company shall not consolidate with, or merge with or into, or sell, convey, transfer or lease all or substantially all of its consolidated properties and assets to, to another Person, unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation corporation, limited liability company or similar entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assumesassume, by supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company’s obligations Company under the Securities and Notes, this Indenture; and; (b) if the Successor Company is not a corporation for U.S. federal income tax purposes, such consideration, merger, conveyance or transfer does not constitute a taxable exchange to Holders for U.S. federal income tax purposes; (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (d) if the Notes become convertible into common stock or other securities issued by a Person other than the Successor Company as a result of such transaction, such Person shall fully and unconditionally guarantee all obligations of the Successor Company under the Notes and this Indenture. Upon any such consolidation, merger or salemerger, conveyance, transfer or lease, lease the resulting, surviving or transferee Person Successor Company (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture, and the Company shall be discharged from its obligations under the Securities and this Indenture except in the case of any such lease. For purposes of this Section 11.0112.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company substantially as an entirety to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken substantially as an entirety on a wholeconsolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken substantially as a whole, an entirety to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties the consolidated assets of the Company and assets tothe Company’s Subsidiaries, taken as a whole, to another PersonPerson (a “Business Combination Event”) (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries), unless: (a) the resulting, surviving or transferee Person (the “Successor CompanyPerson”), if not the Company, shall be a corporation Qualified Successor Entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company Person (if not the Company) shall expressly assumesassume, by supplemental indenture indenture, all of the Company’s obligations of the Company under the Securities Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person ; and (if not the Companyc) shall succeed to, and may exercise every right and power of, the Company under this Indenture, and the Company shall be discharged from its obligations under have delivered to the Securities Trustee an Officer’s Certificate and Opinion of Counsel as required pursuant to this Indenture except in the case of any such leaseIndenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect the Company’s Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of the Company and its direct or indirect the Company’s Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section ‎Section 11.02, the Company shall not consolidate with, or merge with or intointo or otherwise combine with, or sell, lease or otherwise convey, transfer or lease dispose of all or substantially all of its the consolidated properties and assets toof the Company and its Subsidiaries, taken as a whole, to another PersonPerson (other than any such sale, lease or other conveyance, transfer or disposition to the Company or one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, ) shall be a corporation, or a limited liability company that is treated as a corporation for U.S. federal income tax purposes, organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assumesassume, by supplemental indenture all of the Company’s obligations of the Company under the Securities Notes and this IndentureIndenture (any such limited liability company, a “Permitted Limited Liability Company”); and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture, and the Company shall be discharged from its obligations under the Securities and this Indenture except in the case of any such lease. For purposes of this Section ‎Section 11.01, the sale, lease or other conveyance, transfer or lease disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, shall be deemed to be the sale, lease or other conveyance, transfer or lease disposition of all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or into, or sell, convey, transfer or lease lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all of its properties and assets to, another any Person, unless: (a1) the Company is the surviving Person or the resulting, surviving or transferee Person or lessee (the “Successor Company”)) is a corporation, if not the Companylimited liability company, shall be a corporation partnership or similar entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, Columbia and the Successor Company (if not the Company) expressly assumes, by a supplemental indenture satisfactory to the Trustee, all the obligations of the Company’s obligations Company under the Securities Outstanding and this the Indenture; and; (b2) immediately after giving pro forma effect to such transaction or transactions (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon any continuing; and (3) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person and such supplemental indenture (if not any) comply with the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture, and the Company shall be discharged from its obligations under the Securities and this Indenture except in the case of any such lease. For purposes of this Section 11.0111.01(a), the sale, lease, conveyance, assignment, transfer or lease other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another PersonCompany, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as on a wholeconsolidated basis, shall be deemed to be the saletransfer of all or substantially all of the properties and assets of the Company. The Successor Company will succeed to, conveyanceand be substituted for, transfer or the Company, and may exercise all of the rights and powers of the Company, under the Indenture. The Company will be relieved of all obligations and covenants under the Securities and the Indenture; provided that, in the case of a lease of all or substantially all of the consolidated properties and or assets of the Company, the Company will not be released from the obligation to pay the principal of and interest on such Securities. (b) Except as set forth in a supplemental indenture hereto, the Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into, or sell, convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all of its direct assets to any Person unless: (1) such Subsidiary Guarantor is the surviving Person or indirect Subsidiariesthe resulting, taken surviving or transferee Person or lessee is a corporation, limited liability company, partnership or similar entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the resulting, surviving or transferee Person (if not such Subsidiary) expressly assumes, by a supplemental indenture satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (2) immediately after giving pro forma effect to such transaction or transactions (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a wholeresult of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Company shall have delivered to another Personthe Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such guarantee agreement (if any) comply with the Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or intointo or otherwise combine with another Person, or sell, convey, lease or otherwise transfer or lease dispose of all or substantially all of the consolidated assets of the Company and its properties and assets toSubsidiaries, taken as a whole, to another Person, unless: (ai) the Company is the surviving corporation or the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”), if not the Company, shall be ) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company such corporation (if not the Company) expressly assumes, assumes by supplemental indenture all of the Company’s obligations under the Securities Notes and this Indenture; and; (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon any ; and (iii) each Guarantor (unless it is the other party to the transaction, in which case the provisions in Section 11.02 shall apply) confirms by supplemental indenture that its Guarantee applies to the obligations of such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person (if not the Company) under this Indenture and the Notes. For purposes of this Section 11.01, any sale, lease or other transfer or disposition of the assets of one or more Subsidiaries of the Company to another Person that would, if such assets were held directly by the Company instead of such Subsidiaries, have constituted the sale, lease or other transfer or disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, lease or other transfer or disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to another Person. (b) Upon any such consolidation, merger, combination or sale, lease or other transfer or disposition and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to, and may exercise every right and power ofof and be substituted for, the Company under this IndentureCompany, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Securities Notes and this Indenture Indenture, except in the case of any such a lease. For purposes Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of this Section 11.01, the sale, conveyance, transfer Company any or lease of all or substantially all of the properties Notes issuable hereunder which theretofore shall not have been signed by the Company and assets delivered to the Trustee; and, upon the order of one such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or more Subsidiaries cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to another Personthe Trustee for authentication, which properties and assets, if held by any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Company instead Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiaries, would constitute all or substantially all Notes had been issued at the date of the consolidated properties and assets execution hereof. In the event of the Company and its direct or indirect Subsidiariesany such consolidation, taken as a wholemerger, shall be deemed to be the sale, conveyance, transfer or lease disposition (but not in the case of all or substantially all a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture shall be released from its liabilities as obligor and maker of the consolidated properties Notes and assets of from its obligations under this Indenture and the Company and its direct or indirect Subsidiaries, taken as a whole, to another PersonNotes.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, with or merge with or intointo any other Person or convey, or transfer, sell, convey, transfer lease or lease otherwise dispose of all or substantially all of its properties and assets to, to another Person, unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, ) shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assumesassume, by a supplemental indenture indenture, executed and delivered to the Trustee, all of the Company’s obligations of the Company under the Securities Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon any ; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, sale or saleconveyance and such supplemental indenture, conveyanceif any, transfer or lease, the resulting, surviving or transferee Person (if not the Company) shall succeed to, comply with this Article 11 and may exercise every right and power of, the Company under this Indenture, and the Company shall be discharged from its obligations under the Securities and this Indenture except in the case of any that all conditions precedent herein provided relating to such leasetransaction have been complied with. For purposes of this Section 11.01, the conveyance, transfer, sale, conveyance, transfer lease or lease other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as on a wholeconsolidated basis, shall be deemed to be the conveyance, transfer, sale, conveyance, transfer lease or lease other disposition of all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, to another Person. The provisions of this Article 11 shall not apply to the Company’s conveyance, transfer, sale, lease or other disposition of all or substantially all of its assets, directly or indirectly, to one of the Company’s Wholly Owned Subsidiaries.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or into, into or otherwise combine with another Person or sell, convey, lease or otherwise transfer or lease dispose of all or substantially all of its properties and assets toconsolidated assets, taken as a whole, to another PersonPerson (other than, in the case of a sale, lease or other transfer or disposition, to one or more of the Company’s direct or indirect Subsidiaries), unless: (a1) the resulting, Company is the surviving Person or transferee (2) the resulting or surviving Person (if not the Company) (the “Successor Company”)) (A) is a corporation, if not the Company, shall be a limited liability company that is treated as a corporation for U.S. federal income tax purposes or a partnership that is treated as a corporation for U.S. federal income tax purposes, in each case, organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the CompanyB) expressly assumes, assumes by a supplemental indenture or a supplemental agreement, as applicable, all of the Company’s obligations under the Securities Notes, this Indenture and this Indenturethe Note Documents, as the case may be; and (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture, and the Company shall be discharged from its obligations under the Securities and this Indenture except in the case of any such lease. For purposes of this Section 11.0111.02, the any sale, conveyance, lease or other transfer or lease of all or substantially all disposition of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assetsPerson that would, if such assets were held directly by the Company instead of such Subsidiaries, would constitute have constituted the sale, lease or other transfer or disposition of all or substantially all of the Company’s consolidated properties and assets of the Company and its direct or indirect Subsidiariesassets, taken as a whole, shall be deemed to be the sale, conveyance, lease or other transfer or lease disposition of the assets of all or substantially all of the Company’s consolidated properties and assets of the Company and its direct or indirect Subsidiariesassets, taken as a whole, to another Person. (b) Upon any such consolidation, merger, sale, combination, lease or other transfer and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, premium, if any, and accrued and unpaid interest on all of the Notes, the due and punctual delivery and/or payment, as the case may be, of any consideration due upon exchange of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Notes and the Note Documents to be performed by the Company, such Successor Company (if not the Company) shall succeed to, and, except in the case of a lease of all or substantially all of the Company’s properties and assets, may exercise every right and power of and be substituted for, the Company, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture. Such Successor Company (instead of the Company, if applicable) thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 11.0211.01(b), the Company shall not consolidate with, or merge with or into, or sell, convey, transfer or lease all or substantially all of its consolidated properties and assets to, to another Person, unless: (ai) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assumesassume, by supplemental indenture all of the Company’s obligations of the Company under the Securities Notes and this Indenture; and; (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon any ; and (iii) the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or merger, sale, conveyance, transfer or leaselease and such supplemental indenture, the resulting, surviving or transferee Person (if not the Company) shall succeed toany, and may exercise every right and power ofinstrument of assumption, if any, comply with the Company under this Indenture, and the Company shall be discharged from its obligations under the Securities and this Indenture except in the case of any such lease. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as on a wholeconsolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, to another Person. (b) In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the The Company shall not consolidate with, with or merge with or into, into any other Person (in a transaction in which the Company is not the surviving entity) or sell, lease, convey, transfer or lease all or substantially all otherwise dispose of its properties property and assets to, another substantially as an entirety to any Person, unless: unless (a) the resultingPerson formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, surviving or transferee Person which leases, the properties and assets of the Company substantially as an entirety (the “Successor Company”), if not the Company, i) shall be a corporation corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of ColumbiaColumbia and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the Successor performance or observance of every covenant of this Indenture on the part of the Company (if not the Company) expressly assumesto be performed, by supplemental indenture all of satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company) formed by such consolidation or into which the Company shall have been merged or by the Person which shall have acquired the Company’s obligations under the Securities and this Indentureassets; and (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon any continuing; and (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture, and the Company shall be discharged from its obligations under the Securities and this Indenture except in the case of any such lease. For purposes of this Section 11.01, the salemerger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not organized under the laws of the United States of America, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the Southern District of New York and (ii) to indemnify and hold harmless the holders of all Securities against (A) any tax, assessment or governmental charge imposed on such holders by a jurisdiction other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or interest on such Securities and which would not have been so imposed and withheld had such consolidation, merger, sale or conveyance not been made and (B) any tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Company with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Company’s state of incorporation or convert the Company’s form of organization to another form, or (ii) the merger of the Company with or into a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware, if applicable. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Company where the Company is the survivor of such transaction, or the acquisition by the Company, by purchase or otherwise, of all or substantially all any part of the properties and assets property of one any other Person (whether or more Subsidiaries of not affiliated with the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, to another PersonCompany).

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, or merge with or into, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of its the consolidated properties and assets toof the Company and its Subsidiaries, taken as a whole, in one transaction or any series of transactions, to another Person, unless: (ai) such resulting, surviving or transferee Person is the Company; or (ii) if not the Company, such resulting, surviving or transferee Person (the “Successor Company”), if not the Company, ) shall be a corporation corporation, limited liability company, partnership or other entity organized and existing under the laws of the United States of America, any State thereof or thereof, the District of ColumbiaColumbia or any Designated Country; (b) in any such transaction where the Company is not the resulting, and surviving or transferee Person, the Successor Company (if not the Company) expressly assumes, by supplemental indenture unconditionally assumes all of the Company’s obligations under the Securities Notes and this Indenture; andIndenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee and/or the Collateral Agent; (bc) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon ; and (d) in any such transaction where the Company is not the surviving or transferee Person, the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that the consolidation, merger or merger, sale, conveyance, transfer assignment, transfer, lease or lease, the resulting, surviving or transferee Person (if not the Company) shall succeed to, other disposition and may exercise every right and power of, the Company under this Indenture, and the Company shall be discharged from its obligations under the Securities and such supplemental indenture complies with this Indenture except and all conditions precedent provided for in the case of any this Indenture relating to such leasetransaction have been complied with. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another PersonPerson that is not the Company or a Subsidiary of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease by the Company of all or substantially all of the its consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or intointo or otherwise combine with another Person, or sell, convey, lease or otherwise transfer or lease dispose of all or substantially all of the consolidated assets of the Company and its properties and assets toSubsidiaries, taken as a whole, to another Person, unless: (ai) the Company is the surviving corporation or the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”), if not the Company, shall be ) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company such corporation (if not the Company) expressly assumes, assumes by supplemental indenture all of the Company’s obligations under the Securities Notes and this Indenture; and; (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon any ; and (iii) each Guarantor (unless it is the other party to the transaction, in which case the provisions in Section 11.02 shall apply) confirms by supplemental indenture that its Guarantee applies to the obligations of such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person (if not the Company) under this Indenture and the Notes. For purposes of this Section 11.01, any sale, lease or other transfer or disposition of the assets of one or more Subsidiaries of the Company to another Person that would, if such assets were held directly by the Company instead of such Subsidiaries, have constituted the sale, lease or other transfer or disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, lease or other transfer or disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to another Person. (b) Upon any such consolidation, merger, combination or sale, lease or other transfer or disposition and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and any accrued and unpaid Special Interest on all of the Notes, the due and punctual delivery and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to, and may exercise every right and power ofof and be substituted for, the Company under this IndentureCompany, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Securities Notes and this Indenture Indenture, except in the case of any such a lease. For purposes Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of this Section 11.01, the sale, conveyance, transfer Company any or lease of all or substantially all of the properties Notes issuable hereunder which theretofore shall not have been signed by the Company and assets delivered to the Trustee; and, upon the order of one such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or more Subsidiaries cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to another Personthe Trustee for authentication, which properties and assets, if held by any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Company instead Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiaries, would constitute all or substantially all Notes had been issued at the date of the consolidated properties and assets execution hereof. In the event of the Company and its direct or indirect Subsidiariesany such consolidation, taken as a wholemerger, shall be deemed to be the sale, conveyance, transfer or lease disposition (but not in the case of all or substantially all a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture shall be released from its liabilities as obligor and maker of the consolidated properties Notes and assets of from its obligations under this Indenture and the Company and its direct or indirect Subsidiaries, taken as a whole, to another PersonNotes.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or into, or otherwise combine with, another Person, or sell, convey, lease or otherwise transfer or lease dispose of all or substantially all of the Company’s and its properties and assets toSubsidiaries’ consolidated assets, taken as a whole, to another Person, unless: (ai) the Company is the surviving corporation or limited liability company that is treated as a corporation for U.S. federal income tax purposes, as applicable, or the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”), if not the Company, shall be ) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company such corporation (if not the Company) expressly assumes, assumes by supplemental indenture all of the Company’s obligations under the Securities Notes and this Indenture; and (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, any sale, lease or other transfer or disposition of the assets of one or more Subsidiaries of the Company to a third party that would, if such assets were held directly by the Company instead of such Subsidiaries, have constituted the sale, lease or other transfer or disposition of all or substantially all of the Company’s and its Subsidiaries’ consolidated assets, taken as a whole, shall be deemed to be the sale, lease or other transfer or disposition of the assets of all or substantially all the Company’s and its Subsidiaries’ consolidated assets, taken as a whole, to another Person. (b) Upon any such consolidation, merger merger, combination or sale, conveyance, lease or other transfer or leasedisposition and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and any accrued and unpaid Special Interest on all of the Notes, the resultingdue and punctual delivery and/or payment, surviving or transferee Person as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to, and may exercise every right and power ofof and be substituted for, the Company under this IndentureCompany, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Securities Notes and this Indenture Indenture, except in the case of any such a lease. For purposes Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of this Section 11.01, the sale, conveyance, transfer Company any or lease of all or substantially all of the properties Notes issuable hereunder which theretofore shall not have been signed by the Company and assets delivered to the Trustee; and, upon the written order of one such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or more Subsidiaries cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to another Personthe Trustee for authentication, which properties and assets, if held by any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Company instead Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiaries, would constitute all or substantially all Notes had been issued at the date of the consolidated properties and assets execution hereof. In the event of the Company and its direct or indirect Subsidiariesany such consolidation, taken as a wholemerger, shall be deemed to be the combination, sale, conveyance, transfer or lease disposition (but not in the case of all or substantially all a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture shall be released from its liabilities as obligor and maker of the consolidated properties Notes and assets of from its obligations under this Indenture and the Company and its direct or indirect Subsidiaries, taken as a whole, to another PersonNotes.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, or merge with or into, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of its the consolidated properties and assets toof the Company and its Subsidiaries, taken as a whole, in one transaction or any series of transactions, to another Person, other than in a connection with a Change of Control in which the Company has elected to effect, and not revoked such election, a Change of Control Redemption with respect to all of the outstanding Notes, unless: (ai) such resulting, surviving or transferee Person is the Company; or (ii) if not the Company, such resulting, surviving or transferee Person (the “Successor Company”), if not the Company, ) shall be a corporation corporation, limited liability company, partnership or other entity organized and existing under the laws of the United States of America, any State thereof or thereof, the District of ColumbiaColumbia or any Designated Country; (b) in any such transaction where the Company is not the resulting, and surviving or transferee Person, the Successor Company (if not the Company) expressly assumes, by supplemental indenture unconditionally assumes all of the Company’s obligations under the Securities Notes and this Indenture; andIndenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee and/or the Collateral Agent; (bc) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon ; and (d) in any such transaction where the Company is not the surviving or transferee Person, the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that the consolidation, merger or merger, sale, conveyance, transfer assignment, transfer, lease or lease, the resulting, surviving or transferee Person (if not the Company) shall succeed to, other disposition and may exercise every right and power of, the Company under this Indenture, and the Company shall be discharged from its obligations under the Securities and such supplemental indenture complies with this Indenture except and all conditions precedent provided for in the case of any this Indenture relating to such leasetransaction have been complied with. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another PersonPerson that is not the Company or a Subsidiary of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease by the Company of all or substantially all of the its consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, or merge with or into, or sell, convey, transfer or lease all or substantially all of its the consolidated properties and assets toof the Company and its Subsidiaries, taken as a whole, to another PersonPerson (each, a “Business Combination Event”) (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”)Person, if not the Company, shall be a corporation Qualified Successor Entity (such Qualified Successor Entity, the “Successor Company”) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assumesassume, by supplemental indenture all of the Company’s obligations of the Company under the Securities Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture, and the Company shall be discharged from its obligations under the Securities and this Indenture except in the case of any such lease. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or intointo or otherwise combine with another Person (other than one or more of the Company’s direct or indirect Wholly Owned Subsidiaries), or sell, convey, lease or otherwise transfer or lease dispose of all or substantially all of the Company’s and its properties and assets toSubsidiaries’ consolidated assets, taken as a whole, to another PersonPerson (other than one or more of the Company’s Wholly Owned Subsidiaries), unless: (ai) the Company is the surviving corporation or the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”), if not the Company, shall be ) is (A) a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, or (B) a corporation or entity treated as a corporation for U.S. federal income tax purposes organized and existing under the laws of the Islands of Bermuda, the Netherlands, Belgium, Switzerland, Luxembourg, the Republic of Ireland, Canada or the United Kingdom, provided, in each case, that (x) the consideration issuable upon conversion of the Notes will be the stock or other equity of an entity that is a corporation for U.S. federal income tax purposes and (y) such Successor Company (if not the Company) expressly assumes, assumes by supplemental indenture all of the Company’s obligations under the Securities Notes and this Indenture; (ii) the Company delivers an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent relating to such consolidation, merger or sale of assets have been complied with; and (biii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. . (b) Upon any such consolidation, merger merger, combination or sale, conveyance, lease or other transfer or leasedisposition and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the resultingdue and punctual delivery and/or payment, surviving or transferee Person (if not as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture and the Notes to be performed by the Company) , such Successor Company shall succeed to, and may exercise every right and power ofof and be substituted for, the Company under this IndentureCompany, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Securities Notes and this Indenture Indenture, except in the case of a lease of all or substantially all assets. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, combination or sale, transfer or disposition (but not in the case of a lease. For purposes ), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Section 11.01Indenture shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. (c) No such consolidation, the merger, sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, shall be deemed to be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, to another Personthis Article 11.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or intointo or otherwise combine with another Person, or sell, convey, lease or otherwise transfer or lease dispose of all or substantially all of the Company’s and its properties and assets toSubsidiaries’ consolidated assets, taken as a whole, to another Person, unless: (ai) the Company is the surviving corporation or the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”), if not the Company, shall be ) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company such corporation (if not the Company) expressly assumes, assumes by supplemental indenture all of the Company’s obligations under the Securities Notes and this Indenture; and (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, any sale, lease or other transfer or disposition of the assets of one or more Subsidiaries of the Company to a third party that would, if such assets were held directly by the Company instead of such Subsidiaries, have constituted the sale, lease or other transfer or disposition of all or substantially all of the Company’s and its Subsidiaries’ consolidated assets, taken as a whole, shall be deemed to be the sale, lease or other transfer or disposition of the assets of all or substantially all the Company’s and its Subsidiaries’ consolidated assets, taken as a whole, to another Person. (b) Upon any such consolidation, merger merger, combination or sale, conveyance, lease or other transfer or leasedisposition and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the resultingdue and punctual delivery and/or payment, surviving or transferee Person as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture and the Notes to be performed by the Company, such Successor Company (if not the Company) shall succeed to, and may exercise every right and power ofof and be substituted for, the Company under this IndentureCompany, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Securities Notes and this Indenture Indenture, except in the case of any such lease. For purposes of this Section 11.01, the sale, conveyance, transfer or a lease of all or substantially all assets. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the properties Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and assets delivered to the Trustee; and, upon the order of one such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or more Subsidiaries cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to another Personthe Trustee for authentication, which properties and assets, if held by any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Company instead Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiaries, would constitute all or substantially all Notes had been issued at the date of the consolidated properties and assets execution hereof. In the event of the Company and its direct any such consolidation, merger, combination or indirect Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease disposition (but not in the case of all or substantially all a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture shall be released from its liabilities as obligor and maker of the consolidated properties Notes and assets of from its obligations under this Indenture and the Company and its direct or indirect Subsidiaries, taken as a whole, to another PersonNotes.