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

Consolidation, Merger and Sale of Assets. The Company will not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless: (a) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Successor Company") is a corporation, partnership, limited liability company or other similar business entity organized and validly existing under the laws of the United States, any state thereof or the District of Columbia; (b) the Successor Company unconditionally assumes in a binding instrument all the obligations of the Company under the Notes and USS' obligations under the Option Agreement; and (c) immediately after such transaction no Event of Default or event which, with notice or lapse of time or both, would constitute an Event of Default exists. Upon any consolidation of the Company with, or merger of the Company into, any other Person or any transfer, conveyance, sale, lease or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions in accordance with this paragraph, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Note with the same effect as if such Successor Company had been named as the Company herein, and thereafter, except in the case of a lease, the Company shall be relieved of all obligations and covenants under this Note.

Consolidation, Merger and Sale of Assets. The Company will not consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any Person or permit any Person to merge with or into the Company and the Company will not permit any of its Restricted Subsidiaries taken as a whole in one to enter into any such transaction or more related series of transactions if such transaction or series of transactions, to any other Person unless: (a) in the Person formed by or surviving any such consolidation or merger (if other than aggregate, would result in the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Successor Company") is a corporation, partnership, limited liability company or other similar business entity organized and validly existing under the laws of the United States, any state thereof or the District of Columbia; (b) the Successor Company unconditionally assumes in a binding instrument all the obligations of the Company under the Notes and USS' obligations under the Option Agreement; and (c) immediately after such transaction no Event of Default or event which, with notice or lapse of time or both, would constitute an Event of Default exists. Upon any consolidation of the Company with, or merger of the Company into, any other Person or any transfer, conveyance, saletransfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Subsidiaries Restricted Subsidiaries, taken as a whole whole, to any other Person or Persons, unless: (i) the Company will be the continuing Person, or the Person (if other than the Company) (the "Surviving Entity") formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company will be a corporation organized and validly existing under the laws of The Netherlands, Germany, France, Belgium, the United Kingdom or the United States of America, any state thereof or the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company with respect to the Notes and under the Indenture and the Registration Rights Agreement; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be 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 Notes, as the case may be, would have an Indebtedness to Consolidated Cash Flow Ratio no greater than such ratio immediately prior to such transaction if the ratio immediately prior to the transaction is positive or greater than or equal to such ratio if such ratio is negative; (iv) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of Counsel, in one each case stating that such consolidation, merger or more related transactions in accordance transfer and such supplemental indenture complies with this paragraph, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Note with the same effect as if such Successor Company had been named as the Company herein, and thereafter, except in the case of a lease, the Company shall be relieved of all obligations and covenants under this NoteIndenture.

Consolidation, Merger and Sale of Assets. The (A) While this Note is outstanding, subject to the provisions of clause (B) below, the Company will shall not consolidate or with, merge with or into into, or sell, convey, transfer or lease all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to another Person, unless (whether i) 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 is (if not the surviving corporation)Company) shall expressly assume all of the obligations of the Company under this Note; and (ii) immediately after giving effect to such transaction, no Default or directly Event of Default shall have occurred and be continuing under this Note. (B) In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company (if other than the Company) of the due and punctual payment of the principal of and accrued and unpaid interest, if any, on this Note, the due and punctual delivery and/or indirectly through its Subsidiaries sellpayment, assignas the case may be, transferof any consideration due upon conversion of this Note and the due and punctual performance of all of the covenants and conditions of this Note to be performed by the Company, leasesuch Successor Company (if not the Company) shall succeed to and, convey or otherwise dispose except in the case of a lease of all or substantially all of the properties and consolidated assets of the Company and its Subsidiaries the Company’s Subsidiaries, taken as a whole in one or more related transactionswhole, to any other Person unless: (a) the Person formed by or surviving any such consolidation or merger (if other than shall be substituted for the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have with the same effect as if it had been made (named herein as the "Successor Company") is a corporation, partnership, limited liability company or other similar business entity organized and validly existing under the laws party of the United Statesfirst part, any state thereof or the District of Columbia; (b) the Successor Company unconditionally assumes in a binding instrument all the obligations of and the Company under the Notes and USS' shall be discharged from its obligations under this Note (except in the Option Agreement; and (c) immediately after such transaction no Event case of Default or event which, with notice or lapse of time or both, would constitute an Event of Default exists. Upon any consolidation of the Company with, or merger of the Company into, any other Person or any transfer, conveyance, sale, a lease or other disposition of all or substantially all of the properties and consolidated assets of the Company and its Subsidiaries the Company’s Subsidiaries, taken as a whole whole). In the event of any such consolidation, merger, sale, conveyance or transfer (but not in one or more related transactions in accordance the case of a lease), upon compliance with this paragraph, Section 10(g) the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Note with the same effect as if such Successor Company had been Person named as the Company herein“Company” in this Note (or any successor that shall thereafter have become such in the manner prescribed in this Section 10(g)) may be dissolved, wound up and thereafterliquidated at any time thereafter and, except in the case of a lease, the Company such Person shall be relieved released from its liabilities as obligor and maker of all this Note and from its obligations and covenants under this Note.

Consolidation, Merger and Sale of Assets. (a) The Company will not in any transaction or series of transactions, consolidate with or merge with or into any other Person (whether or not other than a merger of a Subsidiary into the Company in which the Company is the surviving corporationcontinuing Person or the merger of a Restricted Subsidiary into or with another Restricted Subsidiary or another Person that as a result of such transaction becomes or merges into a Restricted Subsidiary), or directly and/or indirectly through its Subsidiaries sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the properties assets of the Company and its Restricted Subsidiaries, taken as a whole, to any other Person, unless: (1) either: (A) the Company shall be the continuing Person; or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged, or the Person that acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the property and assets of the Company and its Subsidiaries Restricted Subsidiaries, taken as a whole in one or more related transactions(such Person, to any other Person unless: the “Surviving Entity”), (ai) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Successor Company") is be a corporation, partnership, limited liability company or other similar business entity organized and validly existing under the laws of the United States, any political subdivision thereof or any state thereof or the District of Columbia; Columbia and (bii) shall expressly assume, by a Supplemental Indenture, the Successor Company unconditionally assumes due and punctual payment of all amounts due in a binding instrument respect of the principal of (and premium, if any) and interest on all the Notes and the performance of the covenants and obligations of the Company under this Indenture; provided that at any time the Company or the Surviving Entity is not a corporation, there shall be a co-issuer of the Notes that is a corporation; (2) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt 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 USS' obligations under the Option Agreementbe continuing; and (c3) immediately after the Company delivers, or causes to be delivered, to the Trustee, in form satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction no Event consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of Default or event whichthis Indenture and that such supplemental indenture constitutes the legal, with notice or lapse valid and binding obligation of time or boththe Surviving Entity subject to customary exceptions. (b) Notwithstanding the foregoing, would constitute an Event failure to satisfy the requirements of Default exists. Upon any consolidation clause (2) of Section 5.01(a) hereof will not prohibit: (1) a merger between the Company and a Restricted Subsidiary that is a wholly owned Subsidiary of the Company withor a sale, or merger of the Company into, any other Person or any transferassignment, conveyance, saletransfer, lease or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries Restricted Subsidiaries, taken as a whole whole, to a Restricted Subsidiary that is a wholly owned Subsidiary of the Company; or (2) a merger between the Company and an Affiliate incorporated solely for the purpose of converting the Company into a corporation organized under the laws of the United States or any political subdivision or state thereof; so long as, in one each case, the amount of Debt of the Company and its Restricted Subsidiaries is not increased thereby. (c) For all purposes of this Indenture and the Notes, Subsidiaries of any Surviving Entity will, upon such transaction or more related series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and all Debt, and all Liens on property or assets, of the Surviving Entity and its Subsidiaries that was not Debt, or were not Liens on property or assets, of the Company and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been Incurred upon such transaction or series of transactions. (d) Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with with, conditions described in clauses (a), (b) and (c) of this paragraphSection 5.01, the Successor Company Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company Company, under this Note Indenture with the same effect as if such Successor Company Surviving Entity had been named as the Company herein, therein; and thereafterwhen a surviving Person duly assumes all of the obligations and covenants of the Company pursuant to this Indenture and the Notes, except in the case of a lease, the Company predecessor Person shall be relieved of all such obligations. (e) Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Note Guarantee and this Indenture in connection with any transaction complying with the provisions of Section 4.10 hereof) will not, and the Company will not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Guarantor unless: (1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation organized and existing under the laws of the United States or any State thereof or the District or Columbia; (2) such entity assumes by Supplemental Indenture all of the obligations of the Guarantor on the Note Guarantee; and (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and covenants under this Notebe continuing. (f) Any merger or consolidation of a Guarantor with and into the Company (with the Company being the surviving entity) or another Restricted Subsidiary of the Company that is a Guarantor need only comply with Section 5.01(a)(3) hereof.

Consolidation, Merger and Sale of Assets. The Company will shall not consolidate with or merge with or into (whether or not the Company is the surviving corporation)into, or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, or convey or otherwise dispose of all or substantially all of the properties and its assets of the Company and its Subsidiaries taken as a whole in one or more related transactionsto, to any other Person Person, unless: (ai) the resulting, surviving or transferee Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Successor Company") is shall be either the Company or a corporation, partnership, limited liability company or other similar business entity Person organized and validly existing under the laws of the United StatesStates of America, any state State thereof or the District of Columbia; (b) Columbia and the Successor Company unconditionally assumes (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in a binding instrument form satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and USS' obligations under the Option Agreementthis Indenture; and (cii) immediately after giving effect to such transaction transaction, no Event of Default or event which, which with notice or lapse of time or both, would constitute be an Event of Default existshas occurred and is continuing. Upon any consolidation For purposes of this Section 4.1, the Company withsale, or merger of the Company into, any other Person or any transferlease, conveyance, saleassignment, lease transfer, or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions in accordance with this paragraphSubsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The Successor Company shall will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Note with the same effect as if such Successor Company had been named as the Company hereinIndenture, and thereafterbut, except in the case of a leaselease of all or substantially all its assets, the Company shall will not be relieved released from the obligation to pay the principal of all obligations and covenants under this Noteinterest on the Securities.

Consolidation, Merger and Sale of Assets. The Company will shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person unless: or entity unless (ai) Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Successor Company") is a corporation, partnership, limited liability company corporation organized or other similar business entity organized and validly existing under the laws of the United States, any state thereof or the District of Columbia; ; (bii) the Successor Company unconditionally entity or Person formed by or surviving any such consolidation or merger (if other than Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes in a binding instrument all 126 the obligations of the Company under this Agreement and the Notes and USS' obligations under the Option Agreementother Loan Documents pursuant to a instruments in form reasonably satisfactory to Administrative Agent; and (ciii) immediately after such transaction no Potential Event of Default or event which, with notice or lapse of time or both, would constitute an Event of Default exists. Upon any consolidation of the Company with, or merger of the Company into, any other Person or any transfer, conveyance, sale, lease or other disposition of all or substantially all of the properties ; and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions in accordance with this paragraph, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Note with the same effect as if such Successor Company had been named as the Company herein, and thereafter, (iv) except in the case of a merger of Company with or into a Wholly Owned Subsidiary of Company and except in the case of a merger entered into solely for the purpose of reincorporating Company in another jurisdiction, Company or the entity or Person formed by or surviving any such consolidation or merger (if other than Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the Company shall time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable Four-Quarter Period, be relieved permitted to incur at least $1.00 of all obligations and covenants under this Noteadditional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of subsection 6.3.

Consolidation, Merger and Sale of Assets. (a) The Company will not in any transaction or series of transactions, consolidate with or merge with or into any other Person (whether or not other than a merger of a Subsidiary into the Company in which the Company is the surviving corporationcontinuing Person or the merger of a Restricted Subsidiary into or with another Restricted Subsidiary or another Person that as a result of such transaction becomes or merges into a Restricted Subsidiary), or directly and/or indirectly through its Subsidiaries sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries Restricted Subsidiaries, taken as a whole in one or more related transactionswhole, to any other Person Person, unless: (a1) either: (A) the Company shall be the continuing Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which such the Company is merged, or the Person that acquires, by sale, assignment, conveyance, transfer, lease, conveyance lease or other disposition disposition, all or substantially all of the property and assets of the Company (such Person, the “Surviving Entity”), (i) shall have been made (the "Successor Company") is be a corporation, partnership, limited liability company or other similar business entity organized and validly existing under the laws of the United States, any political subdivision thereof or any state thereof or the District of Columbia; Columbia and (bii) shall expressly assume, by a supplemental indenture, the Successor Company unconditionally assumes due and punctual payment of all amounts due in a binding instrument respect of the principal of (and premium, if any) and interest on all the Notes and the performance of the covenants and obligations of the Company under this Indenture; provided that at any time the Company or its successor is not a corporation, there shall be a co-issuer of the Notes that is a corporation; (2) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt 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 USS' obligations under the Option Agreementbe continuing or would result therefrom; and (c3) immediately after the Company delivers, or causes to be delivered, to the Trustee, in form reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction no Event consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of Default or event whichthis Indenture and that such supplemental indenture constitutes the valid and binding obligation of the Surviving Entity subject to customary exceptions. (b) Notwithstanding the foregoing, with notice or lapse failure to satisfy the requirements of time or both, would constitute an Event clause (2) of Default exists. Upon any consolidation Section 5.01(a) hereof will not prohibit: (1) a merger between the Company and a Restricted Subsidiary that is a wholly owned Subsidiary of the Company withor a sale, or merger of the Company into, any other Person or any transferassignment, conveyance, saletransfer, lease or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries Restricted Subsidiaries, taken as a whole whole, to a Restricted Subsidiary that is a wholly owned Subsidiary of the Company; or (2) a merger between the Company and an Affiliate incorporated solely for the purpose of converting the Company into a corporation organized under the laws of the United States or any political subdivision or state thereof; so long as, in one each case, the amount of Debt of the Company and its Restricted Subsidiaries is not increased thereby. (c) For all purposes of this Indenture and the Notes, Subsidiaries of any Surviving Entity will, upon such transaction or more related series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and all Debt, and all Liens on property or assets, of the Surviving Entity and its Subsidiaries that was not Debt, or were not Liens on property or assets, of the Company and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been Incurred upon such transaction or series of transactions. (d) Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with with, conditions described in clauses (a), (b) and (c) of this paragraphSection 5.01, the Successor Company Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company Company, under this Note Indenture with the same effect as if such Successor Company Surviving Entity had been named as the Company herein, therein; and thereafterwhen a surviving Person duly assumes all of the obligations and covenants of the Company pursuant to this Indenture and the Notes, except in the case of a lease, the Company predecessor Person shall be relieved of all obligations and covenants under this Notesuch obligations.

Consolidation, Merger and Sale of Assets. The Company will shall not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its properties and assets to, another Person, unless: (whether a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, is a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such entity shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form sufficient to effect such assumption, all the obligations of the Company is under the surviving corporation)Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default or directly and/or indirectly through its Event of Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture. For purposes of this Section 4.01, the conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries sellof the Company, assignwhich properties and assets, transferif held by the Company instead of such Subsidiaries, leasewould constitute all or substantially all of the properties and assets of the Company on a consolidated basis, convey or otherwise dispose shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless: (a) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Successor Company") is a corporation, partnership, limited liability company or other similar business entity organized and validly existing under the laws of the United States, any state thereof or the District of Columbia; (b) the . The Successor Company unconditionally assumes in a binding instrument all the obligations of the Company under the Notes and USS' obligations under the Option Agreement; and (c) immediately after such transaction no Event of Default or event which, with notice or lapse of time or both, would constitute an Event of Default exists. Upon any consolidation of the Company with, or merger of the Company into, any other Person or any transfer, conveyance, sale, lease or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions in accordance with this paragraph, the Successor Company shall will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Note with the same effect as if such Successor Company had been named as the Company hereinIndenture, and thereafterbut, except in the case of a leaselease of all or substantially all its properties and assets, the Company shall will not be relieved of all obligations released from the obligation to pay the principal of, premium, if any, and covenants under this Noteinterest (including Additional Interest, if any) on the Securities.

Consolidation, Merger and Sale of Assets. The Company will shall not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its properties and assets to, another Person, unless: (whether a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company is under the surviving corporation)Securities, this Indenture and, to the extent then still operative, the Registration Rights Agreement; (b) immediately after giving effect to such transaction, no Default or directly and/or indirectly through its Event of Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture. For purposes of this Section 4.01, the conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries sellof the Company, assignwhich properties and assets, transferif held by the Company instead of such Subsidiaries, leasewould constitute all or substantially all of the properties and assets of the Company on a consolidated basis, convey or otherwise dispose shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless: (a) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Successor Company") is a corporation, partnership, limited liability company or other similar business entity organized and validly existing under the laws of the United States, any state thereof or the District of Columbia; (b) the . The Successor Company unconditionally assumes in a binding instrument all the obligations of the Company under the Notes and USS' obligations under the Option Agreement; and (c) immediately after such transaction no Event of Default or event which, with notice or lapse of time or both, would constitute an Event of Default exists. Upon any consolidation of the Company with, or merger of the Company into, any other Person or any transfer, conveyance, sale, lease or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions in accordance with this paragraph, the Successor Company shall will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Note with the same effect as if such Successor Company had been named as the Company hereinIndenture, and thereafterbut, except in the case of a leaselease of all or substantially all its properties and assets, the Company shall will not be relieved of all obligations released from the obligation to pay the principal of, premium, if any, and covenants under this Noteinterest (including any Additional Interest) on the Securities.

Consolidation, Merger and Sale of Assets. (a) The Company will not in any transaction or series of transactions, consolidate with or merge with or into any other Person (whether or not other than a merger of a Subsidiary into the Company in which the Company is the surviving corporationcontinuing Person or the merger of a Restricted Subsidiary into or with another Restricted Subsidiary or another Person that as a result of such transaction becomes or merges into a Restricted Subsidiary), or directly and/or indirectly through its Subsidiaries sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries Restricted Subsidiaries, taken as a whole in one or more related transactionswhole, to any other Person Person, unless: (a1) either: (A) the Company shall be the continuing Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which such the Company is merged, or the Person that acquires, by sale, assignment, conveyance, transfer, lease, conveyance lease or other disposition disposition, all or substantially all of the property and assets of the Company (such Person, the “Surviving Entity”), (i) shall have been made (the "Successor Company") is be a corporation, partnership, limited liability company or other similar business entity organized and validly existing under the laws of the United States, any political subdivision thereof or any state thereof or the District of Columbia; Columbia and (bii) shall expressly assume, by a supplemental indenture, the Successor Company unconditionally assumes due and punctual payment of all amounts due in a binding instrument respect of the principal of (and premium, if any) and interest on all the Notes and the performance of the covenants and obligations of the Company under this Indenture; provided that at any time the Company or its successor is not a corporation, there shall be a co-issuer of the Notes that is a corporation; (2) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt 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 USS' obligations under the Option Agreementbe continuing or would result therefrom; and (c3) immediately after the Company delivers, or causes to be delivered, to the Trustee, in form satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction no Event consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of Default or event whichthis Indenture and that such supplemental indenture constitutes the legal, with notice or lapse valid and binding obligation of time or boththe Surviving Entity subject to customary exceptions. (b) Notwithstanding the foregoing, would constitute an Event failure to satisfy the requirements of Default exists. Upon any consolidation clause (2) of Section 5.01(a) hereof will not prohibit: (1) a merger between the Company and a Restricted Subsidiary that is a wholly owned Subsidiary of the Company withor a sale, or merger of the Company into, any other Person or any transferassignment, conveyance, saletransfer, lease or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries Restricted Subsidiaries, taken as a whole whole, to a Restricted Subsidiary that is a wholly owned Subsidiary of the Company; or (2) a merger between the Company and an Affiliate incorporated solely for the purpose of converting the Company into a corporation organized under the laws of the United States or any political subdivision or state thereof; so long as, in one each case, the amount of Debt of the Company and its Restricted Subsidiaries is not increased thereby. (c) For all purposes of this Indenture and the Notes, Subsidiaries of any Surviving Entity will, upon such transaction or more related series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and all Debt, and all Liens on property or assets, of the Surviving Entity and its Subsidiaries that was not Debt, or were not Liens on property or assets, of the Company and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been Incurred upon such transaction or series of transactions. (d) Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with with, conditions described in clauses (a), (b) and (c) of this paragraphSection 5.01, the Successor Company Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company Company, under this Note Indenture with the same effect as if such Successor Company Surviving Entity had been named as the Company herein, therein; and thereafterwhen a surviving Person duly assumes all of the obligations and covenants of the Company pursuant to this Indenture and the Notes, except in the case of a lease, the Company predecessor Person shall be relieved of all obligations and covenants under this Notesuch obligations.

Consolidation, Merger and Sale of Assets. The Company will shall not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its properties and assets to, another Person, unless: (whether a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company is under the surviving corporation)Securities, this Indenture and, to the extent then still operative, the Registration Rights Agreement; (b) immediately after giving effect to such transaction, no Default or directly and/or indirectly through its Event of Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture. For purposes of this Section 4.01, the conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries sellof the Company, assignwhich properties and assets, transferif held by the Company instead of such Subsidiaries, leasewould constitute all or substantially all of the properties and assets of the Company on a consolidated basis, convey or otherwise dispose shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless: (a) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Successor Company") is a corporation, partnership, limited liability company or other similar business entity organized and validly existing under the laws of the United States, any state thereof or the District of Columbia; (b) the . The Successor Company unconditionally assumes in a binding instrument all the obligations of the Company under the Notes and USS' obligations under the Option Agreement; and (c) immediately after such transaction no Event of Default or event which, with notice or lapse of time or both, would constitute an Event of Default exists. Upon any consolidation of the Company with, or merger of the Company into, any other Person or any transfer, conveyance, sale, lease or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in one or more related transactions in accordance with this paragraph, the Successor Company shall will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Note with the same effect as if such Successor Company had been named as the Company hereinIndenture, and thereafterbut, except in the case of a leaselease of all or substantially all its properties and assets, the Company shall will not be relieved of all obligations released from the obligation to pay the principal of, premium, if any, and covenants under this Noteinterest (including Contingent Interest and Additional Interest, if any) on the Securities.