Common use of Consolidation Merger Sale Conveyance and Lease Clause in Contracts

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company May Consolidate, etc., on Certain Terms. ----------------------------------------------- Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company Section 11.01. Company, the Issuer and the Subsidiary Guarantors May Consolidate, etc., Consolidate on Certain Terms. ----------------------------------------------- Nothing contained in this Indenture or in any . (a) Subject to the provisions of the Securities shall prevent any consolidation or merger of Section 11.02, neither the Company nor the Issuer shall consolidate with or merge with or into any other Person or Persons (whether or not affiliated with the Company, as Company or the case may beIssuer), or successive consolidations or mergers in which nor shall the Company or its the Issuer or their successor or successors, as the case may be, shall successors be a party or partiesparties to successive consolidations or mergers, nor shall the Company or shall prevent any salethe Issuer sell, conveyanceconvey, transfer or lease lease, in one transaction or a series of related transactions, all or substantially all of the property assets of the Company, Company or its successor or successors as the case may be, as an entirety, or Issuer substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCompany or the Issuer), unless: (i) (x) the Company or its successor or successorsthe Issuer, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person or (y) the resulting, surviving or transferee Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) Company or to which such salethe Issuer, conveyanceas the case may be, transfer or lease of property is made is a Person corporation, limited liability company or partnership organized and existing under the laws of the United States or of America, any State state thereof or the District of ColumbiaColumbia and, and (b) upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment assumes all obligations of the principal of (and premium, if any) and interest on Company or the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such propertyIssuer, as the case may be[, which under the Notes, this Indenture and the Registration Rights Agreement, by supplemental indenture shall provide for conversion rights in accordance with Article XIII] form reasonably satisfactory to the Trustee, and by supplemental agreement; (cii) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or leasethe transaction described above, no Default or Event of Default shall have occurred and be continuing; and (iii) the Company or the Issuer, as the case may be, shall have delivered to the Trustee the Officers' Certificate and Opinion of Counsel, if any, requested pursuant to Section 11.03. (b) Subject to the provisions of Section 11.02 and 15.02(b), a Subsidiary Guarantor shall not consolidate or merge with or into any other Person (whether or not affiliated with such Subsidiary Guarantor), nor shall any Subsidiary Guarantor or its successor or successors be a party or parties to successive consolidations or mergers, nor shall any Subsidiary Guarantor sell, convey, transfer or lease all or substantially all the assets of such Subsidiary Guarantor, to any other Person (whether or not affiliated with such Subsidiary Guarantor), unless:

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 10.01. Company May Consolidate, etc., on Certain Cer- tain Terms. ----------------------------------------------- Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations consolida- tions or mergers in which the Company or its successor or successorssucces- sors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) be authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired ac- quired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Section 11.01 Company May Consolidate, etc., Etc. on Certain Terms. ----------------------------------------------- Nothing contained in this Indenture or in any . (a) Subject to the provisions of the Securities shall prevent any consolidation or merger of Section 11.03, the Company shall not consolidate with, merge with or into any other into, or sell, convey, transfer or lease all or substantially all of its consolidated properties and assets to another Person, in one transaction or a series of related transactions, unless: (i) the resulting, surviving or transferee Person (whether or the “Successor Company”), if not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person corporation organized and existing under the laws of the United States or of America, any State thereof or the District of Columbia, and the Successor Company (bif not the Company) upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, assume by supplemental indenture (which shall conform to the provisions all of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which obligations of the Company shall have been merged, or by under the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] Notes and this Indenture and each other Indenture Document; (cii) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or leasetransaction, no Default or Event of Default shall have occurred and be continuingcontinuing under this Indenture; (iii) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee and Collateral Agent an Officer’s Certificate and Opinion of Counsel, each (x) stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and (y) satisfying the requirements of Article 10 herein; and (iv) to the extent the Company is not the Successor Company, (x) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that pursuant to the terms of Section 18.06 shall be released from its obligations under its Note Guarantee in connection with such transactions and (y) any Subsidiary Guarantor that is a party to the transactions in this Section 11.01, in which case Section 11.02 shall apply) shall have by supplemental indenture confirmed that its Note Guarantee (other than any Note Guarantee that pursuant to the terms of Section 18.06 shall be discharged or terminated in connection with such transactions) shall apply to the Successor Company’s obligations in respect of this Indenture and the Notes shall have by written agreement confirmed that its obligations under the other Indenture Documents shall continue to be in effect and (y) the Successor Company shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law (subject to the limitations set forth in this Indenture and the other Indenture Documents) to preserve and protect the Liens on the Collateral owned by or transferred to such Successor Company, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral that may be perfected by the filing of a financing statement or similar document under the UCC or other similar statute or regulation of the relevant statutes or jurisdictions. 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, in one transaction or a series of related transactions, 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 sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of the Company to another Person.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 5.01 Company May Consolidate, etc., Consolidate on Certain Terms. ----------------------------------------------- Nothing Subject to the provisions of Section 5.02, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person or Persons (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease (or successive sales, conveyances or leases) of substantially all of the property of the Company, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company), or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, same and that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person shall be organized and existing under the laws of the United States or of America, any State thereof or state thereof, the District of Columbia, and (b) Columbia or the Cayman Islands; provided that upon any such consolidation, merger, sale, conveyance, transfer conveyance or lease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee 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 that shall have acquired or leased such property, as the case may be[, which and such supplemental indenture shall provide for the applicable conversion rights set forth in accordance with Article XIII] and (c) 10; provided further that immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or leasethe transaction described above, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred happened and be continuing. The Company shall give the conversion notice provided for under Article 10, provided that the failure to give such notice or any default therein shall not affect the validity of such transaction.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Section 11.01 Company May Consolidate, etc., Etc. on Certain Terms. ----------------------------------------------- Nothing contained in this Indenture or in any Subject to the provisions of the Securities shall prevent any consolidation or merger of Section 11.02, the Company shall not consolidate with, merge with or into any other 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 (whether or the “Continuing Entity”), if not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, shall be a party corporation organized and existing under the laws of any State of the United States of America or partiesthe District of Columbia, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person company organized and existing under the laws of the United States or any State thereof or the District of ColumbiaCayman Islands, and the Continuing Entity (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.07(a)); (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) if, pursuant to Section 14.07, upon the occurrence of any such consolidation, merger, sale, conveyance, transfer or leaselease the Notes would become convertible into securities issued by an issuer other than the Continuing Entity, such other issuer shall fully and unconditionally guarantee on a senior basis the resulting Continuing Entity’s obligations under the Notes. For purposes of this Section 11.01, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or leaselease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, no Default which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or Event substantially all of Default the properties and assets of the Company on a consolidated basis, shall have occurred be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and be continuingassets of the Company to another Person.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company May Consolidate, etc., on Certain Terms. ----------------------------------------------- Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company May Consolidate, etcEtc., on Certain Terms. ----------------------------------------------- Nothing Subject to the provisions of Section 12.2, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of the Company with or into any other Person or Persons (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease (or successive sales, conveyances or leases) of all or substantially all of the property of the Company, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company), or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, same and that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person shall be organized and existing under the laws of the United States or of America, any State state thereof or the District of Columbia; provided, and (b) however, that upon any such consolidation, merger, sale, conveyance, transfer conveyance or lease, the due and punctual payment of the principal of (and premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities Notes, according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee 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 that shall have acquired or leased such property, as the case may be[, which and such supplemental indenture shall provide for the applicable conversion rights set forth in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingSection 15.6.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 10.1. Company May Consolidate, etcEtc., on Certain Terms. ----------------------------------------------- Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or leaselease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company May Consolidate11.1. COMPANY MAY CONSOLIDATE, etcETC., on Certain TermsON CERTAIN TERMS. ----------------------------------------------- Nothing contained in this Indenture or in any of the Securities Debentures shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), ) or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of the property or capital stock of the Company, Company or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, that (a) the Company is the surviving Personhereby covenants and agrees that, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, mergermerger (where the Company is not the surviving corporation), sale, conveyance, transfer or leaseother disposition, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities Debentures in accordance with their terms, according to their tenor tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed, assumed by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company shall have been merged, or by the Person entity which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Section 11.01 Company May Consolidate, etc., Etc. on Certain Terms. ----------------------------------------------- Nothing contained in this Indenture Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or in any into, or sell, convey, assign, transfer, lease or otherwise Dispose of all or substantially all of the Securities shall prevent any consolidation or merger consolidated properties and assets of (i) the Company and its Subsidiaries, taken as a whole, and (ii) the Company and the Guarantors, taken as whole, in one transaction or any series of transactions, to another Person, other than in a connection with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers 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: (a) (i) such resulting, surviving or its successor transferee Person is the Company; or successors(ii) if not the Company, as such resulting, surviving or transferee Person (the case may be, “Successor Company”) shall be a party corporation, limited liability company, partnership or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person entity organized and existing under the laws of the United States or of America, any State thereof or thereof, the District of Columbia, and Columbia or any Designated Country; (b) upon in any such consolidationtransaction where the Company is not the resulting, merger, sale, conveyance, transfer surviving or leasetransferee Person, the due and punctual payment Successor Company unconditionally assumes all of the principal of (Company’s obligations under the Notes and premium, if any) and interest on the Securities according this Agreement pursuant to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by a supplemental indenture (which shall conform agreement in a form reasonably satisfactory to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and Representative; (c) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or leasetransaction, no Default or Event of Default shall have occurred and be continuingcontinuing under this Agreement; and (d) in any transaction where the Company is not the surviving or transferee Person, the Company shall have delivered to the Representative and Collateral Agent an Officer’s Certificate and Opinion of Counsel, each stating that the consolidation, merger, sale, conveyance, assignment, transfer, lease or other Disposition and such supplemental agreement complies with this Agreement and all conditions precedent provided for in this Agreement relating to such transaction 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 Person 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 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 its consolidated properties and assets to another Person.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Section 12.01. Company May Consolidate, etc.Etc, on Certain Terms. ----------------------------------------------- Nothing Subject to the provisions of Section 12.02, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of the Company with or into any other Person or Persons (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease (or successive sales, conveyances or leases) of all or substantially all of the property of the Company, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company), or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, same and that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person shall be organized and existing under the laws of the United States or of America, any State state thereof or the District of Columbia; provided, and (b) however, that upon any such consolidation, merger, sale, conveyance, transfer conveyance or lease, the due and punctual payment of the principal of (and premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities Notes, according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee 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 that shall have acquired or leased such property, as the case may be[, which and such supplemental indenture shall provide for the applicable conversion rights set forth in accordance with Article XIII] Section 15.06; and (c) provided further that, immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or leasea transaction described above, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred happened and be continuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company May Consolidate10.1 COMPANY MAY CONSOLIDATE, etcETC., on Certain Terms. ----------------------------------------------- ON CERTAIN TERMS Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, shall have been merged, or by the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 10.01. Company May Consolidate, etc., on Certain Terms. ----------------------------------------------- Terms Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, shall have been merged, or by the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company May Consolidate10.01 CORPORATION MAY CONSOLIDATE, etcETC., on Certain TermsON CERTAIN TERMS. ----------------------------------------------- Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that PROVIDED THAT (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) if the Corporation is not the surviving Person, upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 10.1. Company May Consolidate, etc., on Certain Terms. ----------------------------------------------- Terms Nothing contained in this Indenture or in any of the Securities Debentures shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with an Affiliate of the Company, as the case may be), or successive consolidations or mergers in which the Company Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with an Affiliate of the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal or Redemption Price of (and premium, if any) and interest on the Securities Debentures according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company May Consolidate11.1. COMPANY AND GUARANTOR MAY CONSOLIDATE, etcETC., on Certain Terms. ----------------------------------------------- ON CERTAIN TERMS. (a) Nothing contained in this Indenture or in any of the Securities Debentures shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), ) or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of the property of the Company, Company or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, that (a) the Company is the surviving Personhereby covenants and agrees that, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, mergermerger (where the Company is not the surviving corporation), sale, conveyance, transfer or leaseother disposition, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities Debentures in accordance with their terms, according to their tenor tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed, assumed by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company shall have been merged, or by the Person entity which shall have acquired such property. (b) Nothing contained in this Indenture or in the Debentures shall prevent any consolidation or merger of the Guarantor with or into any other Person or successive consolidations or mergers in which the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Guarantor or its successor or successors as an entirety, or substantially as an entirety, to any other Person authorized to acquire and operate the case may be[same; provided, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] however, that the Guarantor herby covenants and (c) after giving effect to agrees that, upon any such consolidation, mergermerger (where the Guarantor is not the surviving corporation), sale, conveyance, transfer or leaseother disposition, no Default the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or Event of Default performed by the Guarantor, shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee executed and delivered to the trustee by the entity formed by such consolidation, or into which the Guarantor shall have occurred and be continuingbeen merged, or by the entity which shall have acquired such property.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company 10.01 Corporation May Consolidate, etc., on Certain Terms. ----------------------------------------------- Terms Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all the property of the CompanyCorporation, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of (and premium, if any) and interest Interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingexist.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company May Consolidate11.1. COMPANY MAY CONSOLIDATE, etcETC., on Certain TermsON CERTAIN TERMS. ----------------------------------------------- ------------------------------------------------------ Nothing contained in this Indenture or in any of the Securities Debentures shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), ) or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of the property of the Company, Company or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, that (a) the Company is the surviving Personhereby -------- ------- covenants and agrees that, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, mergermerger (where the Company is not the surviving corporation), sale, conveyance, transfer or leaseother disposition, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities Debentures in accordance with their terms, according to their tenor tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed, assumed by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company shall have been merged, or by the Person entity which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company May Consolidate11.1. COMPANY MAY CONSOLIDATE, etcETC., on Certain TermsON CERTAIN TERMS. ----------------------------------------------- Nothing contained in this Indenture or in any of the Securities Debentures shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), ) or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of the property or capital stock of the Company, Company or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, that (a) the Company is the surviving Personhereby covenants and agrees that, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, mergermerger (where the Company is not the surviving corporation), sale, conveyance, transfer or leaseother disposition, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities Debentures in accordance with their terms, according to their tenor tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed, assumed by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company shall have been merged, or by the Person entity which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer property or lease, no Default or Event of Default shall have occurred and be continuingcapital stock.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company May Consolidate8.1 ISSUER, etcGUARANTOR MAY CONSOLIDATE, ETC., on Certain Terms. ----------------------------------------------- ON CERTAIN TERMS. (a) Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Issuer with or into any other Person or Persons (whether or not affiliated with the Company, as the case may beIssuer), or successive consolidations or mergers in which the Company Issuer or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all the property of the Company, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, Issuer to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may beIssuer) authorized to acquire and operate the same; provided, however, the Issuer hereby covenants and agrees, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, sale, conveyance, transfer or lease, (i) the due and punctual payment of the principal of (and premiuminterest, if any) and interest , on all of the Securities Securities, according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Issuer shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person (if other than the Issuer) formed by such consolidation, or into which the Company Issuer shall have been merged, or by the Person which shall have acquired or leased such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] property and (cii) after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing. (b) Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Guarantor with or into any other Person or Persons (whether or not affiliated with the Guarantor), or successive consolidations or mergers in which the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all the property of the Guarantor, to any other Person (whether or not affiliated with the Guarantor) authorized to acquire and operate the same; provided, however, the Guarantor hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance, transfer or lease, (i) the due and punctual performance of the Guarantees and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by Guarantor shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the Person (if other than the Guarantor) formed by such consolidation, or into which the Guarantor shall have been merged, or by the Person which shall have acquired or leased such property and (ii) after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company 8.1 Issuer and Guarantor May Consolidate, etc., on Certain ------------------------------------------------------ Terms. ----------------------------------------------- . (a) Nothing contained in this Indenture or in any of the Securities ----- shall prevent any consolidation or merger of the Company Issuer with or into any other Person entity or entities (whether or not affiliated with the Company, as the case may beIssuer), or successive consolidations or mergers in which the Company Issuer or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease of all or substantially all the property of the Company, or its successor or successors as the case may be, as an entirety, or substantially as an entiretyIssuer, to any other Person entity (whether or not affiliated with the Company, or its successor or successors, as the case may beIssuer) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbiahowever, and (b) the Issuer hereby covenants and agrees, that -------- ------- upon any such consolidation, merger, sale, conveyance, transfer conveyance or lease, (i) the due and punctual payment of the principal of (and premiuminterest, if any) and interest , on all of the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Issuer, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person entity (if other than the Issuer) formed by such consolidation, or into which the Company Issuer shall have been merged, or by the Person entity which shall have acquired or leased such propertyproperty and (ii) the Issuer or such successor entity, as the case may be[, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or condition. (b) Nothing contained in this Indenture or in any of the Securities or in the Guaranty shall prevent any consolidation or merger of the Guarantor with or into any other entity or entities (whether or not affiliated with the Guarantor), or successive consolidations or mergers in which supplemental indenture the Guarantor or the successor or successors shall provide for conversion rights in accordance be a party or parties, or shall prevent any sale, conveyance or lease of all or substantially all the property of the Guarantor to any other entity (whether or not affiliated with Article XIII] the Guarantor) authorized to acquire and (c) after giving effect to operate the same; provided, -------- however, and the Guarantor hereby covenants and agrees, that upon any such ------- consolidation, merger, sale, conveyanceconveyance or lease (i) the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Guarantor and under the Guaranty shall be expressly assumed, transfer by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity (if other than the Guarantor) formed by such consolidation, or into which the Guarantor shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Guarantor or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, no Default be in default in the performance of any such covenant or Event of Default shall have occurred and be continuingcondition.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company May Consolidate10.1. COMPANY MAY CONSOLIDATE, etcETC., on Certain Terms. ----------------------------------------------- Nothing contained ONLY ON CERTAIN TERMS The Company shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey or transfer its properties and assets substantially as an entirety to the Company, unless: (1) in this Indenture case the Company shall consolidate with or in merge into another corporation or convey or transfer its properties and assets substantially as an entirety to any of Person, the Securities shall prevent any corporation formed by such consolidation or merger into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company with or into any other Person (whether or not affiliated with the Company, substantially as the case may be), or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, an entirety shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person corporation organized and existing under the laws of the United States of America or any State thereof state or the District of Columbia, and (b) upon any such consolidationshall expressly assume, mergerby an indenture supplemental hereto, saleexecuted and delivered to the Trustee, conveyance, transfer or leasein form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions every covenant of this Indenture on the part of the Company to be kept performed or performed by the Company shall be expressly assumed, by supplemental indenture observed; (which shall conform to the provisions of the Trust Indenture Act, as then in effect2) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, saleconveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee, conveyancesubject to Section 6.1, transfer or lease, no Default or Event may rely upon such Officers' Certificate and Opinion of Default shall have occurred and be continuingCounsel as conclusive evidence that such transaction complies with this Section 10.1.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Section 12.01. Company May Consolidate, etc., Etc. on Certain Terms. ----------------------------------------------- Nothing contained in this Indenture or in any Subject to the provisions of the Securities shall prevent any consolidation or merger of Section 12.02, the Company shall not consolidate with, merge with or into any other into, or convey, transfer or lease its properties and assets substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (whether or the “Successor Company”), if not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, shall be a party corporation, partnership, trust or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person limited liability company organized and existing under the laws of the United States or of America, any State thereof or the District of Columbia, and the Successor Company (bif not the Company) upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumedassume, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Actindenture, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by Trustee, in form satisfactory to the Person formed by such consolidationTrustee, or into which all the obligations of the Company shall have been merged, or by under the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] Notes and this Indenture; (cb) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or leasetransaction, no Default or Event of Default shall have occurred and be continuingcontinuing under this Indenture; and (c) the Company and the Successor Company provide adequate assurance, to the extent that the Successor Company is not the issuer of any part of the Reference Property, that the immediate resale of the Reference Property received upon conversion by holders that are not affiliates of the Company will not require registration under the Securities Act. Upon any such consolidation, merger, conveyance, transfer or lease the Successor Company (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture. For purposes of this Section 12.01, the conveyance, transfer or lease 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 the properties and assets of the Company substantially as an entirety on a consolidated basis, shall be deemed to be the transfer of the properties and assets of the Company substantially as an entirety to another Person.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Section 10.01. Company or Guarantor May Consolidate, etc., on Certain Terms. ----------------------------------------------- Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company or the Guarantor with or into any other Person corporation or corporations (whether or not affiliated with the CompanyCompany or the Guarantor, as the case may be), or successive consolidations or mergers in which the Company or its successor or successorsthe Guarantor, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of the property of the CompanyCompany or the Guarantor, as the case may be, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person corporation (whether or not affiliated with the CompanyCompany and the Guarantor, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) however, the Company is and the surviving PersonGuarantor hereby covenant and agree that, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, sale, conveyance, transfer or leaseother disposition, the due and punctual payment payment, in the case of the Company, of the principal of (and premium, if any) and interest on all of the Debt Securities of all series in accordance with the terms of each series, according to their tenor or, in the case of the Guarantor, the performance of all obligations under the Guarantees, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the Company or the Guarantor, as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company or the Guarantor, as the case may be, shall have been merged, or by the Person entity which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 10.01. Company May Consolidate, etc., on Certain Terms. ----------------------------------------------- Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company or its successor or successorsCompany, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture ActAct of 1939, as then in effect) satisfactory in form to the Trustee Trustee, and executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.01 Company 8.1 Issuer and Guarantor May Consolidate, etc., on Certain ------------------------------------------------------ Terms. ----------------------------------------------- . (a) Nothing contained in this Indenture or in any of the Securities ----- shall prevent any consolidation or merger of the Company Issuer with or into any other Person entity or entities (whether or not affiliated with the Company, as the case may beIssuer), or successive consolidations or mergers in which the Company Issuer or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease of all or substantially all the property of the Company, or its successor or successors as the case may be, as an entirety, or substantially as an entiretyIssuer, to any other Person entity (whether or not affiliated with the Company, or its successor or successors, as the case may beIssuer) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbiahowever, and (b) the Issuer hereby covenants and agrees, that -------- ------- upon any such consolidation, merger, sale, conveyance, transfer conveyance or lease, (i) the due and punctual payment of the principal of (and premiuminterest, if any) and interest , on all of the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Issuer, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person entity (if other than the Issuer) formed by such consolidation, or into which the Company Issuer shall have been merged, or by the Person entity which shall have acquired or leased such propertyproperty and (ii) the Issuer or such successor entity, as the case may be[, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or condition. (b) Nothing contained in this Indenture or in any of the Securities or in the Guaranty shall prevent any consolidation or merger of the Guarantor with or into any other entity or entities (whether or not affiliated with the Guarantor), or successive consolidations or mergers in which supplemental indenture the Guarantor or the successor or successors shall provide for conversion rights in accordance be a party or parties, or shall prevent any sale, conveyance or lease of all or substantially all the property of the Guarantor to any other entity (whether or not affiliated with Article XIII] the Guarantor) authorized to acquire and (c) after giving effect to operate the same; provided, however, and the Guarantor -------- ------- hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyanceconveyance or lease (i) the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Guarantor and under the Guaranty shall be expressly assumed, transfer by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity (if other than the Guarantor) formed by such consolidation, or into which the Guarantor shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Guarantor or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, no Default be in default in the performance of any such covenant or Event of Default shall have occurred and be continuingcondition.