Common use of CONSOLIDATION, MERGER, SALE OR CONVEYANCE Clause in Contracts

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (w) the entity (if other than the Issuer) formed by or resulting from any such consolidation or merger shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) 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 occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (ia) The Issuer may not consolidate with or merge into any other personperson or convey, transfer or sell, convey or transfer all or lease substantially all of its properties and assets to in one or more related transactions to, any other person, without Person unless: (i) the consent Person acquiring the assets of the Holders of Issuer in any such sale or other disposition or the Notes, provided that: (w) the entity (if other than the Issuer) Person formed by or resulting from surviving any such consolidation or merger shall be is a corporation, limited liability company or limited partnership organized and existing under the laws of the United States, any States or a state thereof (the Issuer or such Person, as the District of Columbiacase may be, being herein called the “Successor Issuer”) and shall (if such Person is not the Issuer) expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes assumes pursuant to the Fiscal Agency Agreementa supplemental indenture, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form and substance reasonably satisfactory to the Fiscal Trustee, all the obligations of the Issuer under the Notes and Principal Paying Agentthis Indenture; provided, that if such Person is not a corporation, a corporate co-issuer that is organized and existing under the laws of the United States or a state thereof shall be added to this Indenture by executing and delivering a supplemental indenture, in form and substance reasonably satisfactory to the Trustee; (ii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing; and (iii) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture (if any) comply with this Indenture. The Successor Issuer (if other than the Issuer) shall succeed to, and be substituted for, the Issuer under this Indenture and the Notes, and the Issuer shall automatically be released and discharged from its obligations under this Indenture and the Notes without any further action required by any party other than as expressly set forth in this Indenture. Any sale or conveyance of assets of one or more Significant Subsidiaries of the Issuer (other than to the Issuer or any Guarantor), which, if such assets were owned by the Issuer would constitute all or substantially all of the consolidated assets of the Issuer and its Subsidiaries taken as a whole, shall be duly executed by deemed to be the entity succeeding transfer of all or substantially all of consolidated assets of the Issuer and, when so executed, shall constitute a valid and legally binding agreement for purposes of such entity succeeding the provisions of this Section 5.01. After assuming the obligations of the Issuer, enforceable against such entity in accordance with the Successor Issuer will have all the rights, powers and obligations of the Issuer under this Indenture and the Issuer shall be automatically released and discharged from its termsobligations under this Indenture and the Notes. (b) Subject to Section 10.02(b), subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at laweach Guarantor shall not, and the Issuer shall be delivered not permit any Guarantor to, consolidate or merge into, or convey, transfer or lease substantially all of its properties and assets in one or more related transactions to, any Person (other than the Issuer or another Guarantor) unless: (i) the Person acquiring the assets of a Guarantor in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger is a corporation, limited liability company or limited partnership organized and existing under the laws of the United States or a state thereof, (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”) and the Successor Guarantor (if other than the Guarantor) expressly assumes pursuant to a supplemental indenture, in form and substance reasonably satisfactory to the Fiscal Trustee, all the obligations of such Guarantor under such Guarantor’s Guarantee and Principal Paying Agent; this Indenture; (yii) immediately after giving effect to such transaction, no Default or Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or and be continuing; and and (ziii) the Issuer has any Successor Guarantor (if other than such Guarantor) shall have delivered or caused to be delivered to the Fiscal and Principal Paying Agent Trustee an officers' certificate Officers’ Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, merger, saleconveyance, conveyance transfer or transfer have been satisfiedlease and such supplemental indenture (if any) comply with this Indenture. Notwithstanding The Successor Guarantor shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee, and such Guarantor shall automatically be released and discharged from its obligations under this Indenture and such Subsidiary Guarantor’s guarantee. After assuming the foregoingobligations of such Guarantor, the Issuer Successor Guarantor will have all the rights, powers and obligations of the Guarantor under this Indenture and such Guarantor shall be automatically released and discharged from its obligations under this Indenture and its Guarantee without any further action required by any party other than as expressly set forth in this Indenture. (c) Notwithstanding Section 5.01(b), a Subsidiary Guarantor may sell, convey sell or transfer otherwise dispose of all or substantially all of its assets to any person which is directly to, or indirectly wholly-owned by one consolidate or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate merge with or merge into any other personinto, or sell, convey or transfer all or substantially all another Person without complying with the provisions of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), this Section 5.01 so long as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions would be permitted to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) released in connection with such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor transaction in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles the provisions of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"Article 10.02(b), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer may Section 10.01. Consolidations and Mergers of the Partnership and the Subsidiary Guarantors. Neither the Partnership nor any Subsidiary Guarantor shall consolidate with or merge with or into any other personPerson, or sellconvey, convey transfer or transfer lease all or substantially all of its assets to any other personPerson, without unless: (a) either (i) the consent Partnership or such Subsidiary Guarantor shall be the continuing Person in the case of a merger or (ii) in the case of the Holders of Partnership, the Notesresulting, provided that: (w) the entity (surviving or transferee Person if other than the Issuer) formed by Partnership (the "Successor Partnership"), or resulting from any in the case of such consolidation Subsidiary Guarantor, the resulting, surviving or merger transferee Person if other than such Subsidiary Guarantor, shall be a Person organized and existing under the laws of the United States, any state State thereof or the District of Columbia, Columbia and the Successor Partnership shall expressly assume, by an amendment Indenture supplemental hereto, executed and delivered to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency AgreementTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying AgentTrustee, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) 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 occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed Partnership or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Subsidiary Guarantor, as the case may be, will be required under the Indenture and the Debt Securities according to deliver an opinion of its counsel of recognized standing to their tenor (in the effect that such assumption case of the Issuer's Partnership) and the Guarantee (in the case of such Subsidiary Guarantor); (b) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Successor Partnership or any Subsidiary of the Partnership as a result of such transaction as having been incurred by the Successor Partnership or such Subsidiary at the time of such transaction), no Default or Event of Default would occur or be continuing; and (c) the Partnership or such Subsidiary Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes have delivered to be a taxable exchange the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental Indenture (if any) complies with this Indenture; provided that nothing in this Section 10.01 shall restrict or prohibit the consolidation or merger of any Subsidiary Guarantor into, or the conveyance, transfer or lease of all or substantially all of the Notes for new Notes by assets of any Subsidiary Guarantor to, the Holders thereof, resulting in the recognition of gain Partnership or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the NotesSubsidiary Guarantor.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) Section 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Issuer may Company covenants that it will not merge or consolidate with or merge into any other person, Person (in a merger in which the Company in a Constituent Person) or sell, assign, transfer, lease or convey or transfer all or substantially all of its properties and assets to any other personPerson or group of affiliated Persons in one transaction or a series of related transactions, without unless (i) either the consent of Company shall be the Holders of continuing corporation, or the Notes, provided that: (w) the entity successor (if other than the IssuerCompany) formed by or resulting from any such consolidation or merger shall be a corporation organized and existing under the laws of the United States, any state States of America or a State thereof or the District of Columbia, Columbia and such corporation shall expressly assumeassume all the obligations of the Company under the Purchase Contracts, by an amendment this Agreement, the Notes, the Indenture (including any supplemental indenture) to the Fiscal Agency extent the Indenture relates to the Notes, the Remarketing Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed Pledge Agreement by one or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be more supplemental agreements in form reasonably satisfactory to the Fiscal Agent and Principal Paying the Collateral Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal Agent and Principal Paying Agent; (y) immediately after giving effect to the Collateral Agent by such transactioncorporation, 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 or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with the Company or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving such successor corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be deemed for U.S. federal income tax purposes in default of its payment obligations under this Agreement or the Notes, or in default of its obligations to be a taxable exchange of deliver Common Stock (or other property) on the Notes for new Notes by the Holders thereofPurchase Contract Settlement Date or any Early Settlement Date, resulting or in material default in the recognition performance of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of covenant hereunder or under the Notes, the Indenture (including any supplemental indenture), to the extent the Indenture relates to the Notes, the Remarketing Agreement, the Purchase Contracts or the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer If at any time there shall be a consolidation merger, sale or conveyance to which Article Nine of the Indenture relating to the Warrant Securities applies, then in any such event the successor or assuming corporation referred to therein shall succeed to and be substituted for the Company, with the same effect, subject to such Indenture, as if it had been named herein and in the Warrant as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and the Company as the predecessor corporation may consolidate with thereupon or merge into at any other persontime thereafter be dissolved, wound up or sellliquidated. Such successor or assuming corporation thereupon may cause to be signed, convey and may issue either in its own name or transfer all in the name of the Company, any or substantially all of the Warrants issuable hereunder which theretofore shall not have been signed by the Company, and may execute and deliver Warrant Securities in its assets own name pursuant to any other personsuch Indenture, without the consent in fulfillment of its obligations to deliver Warrant Securities upon exercise of the Holders of Warrants. All the Notes, provided that: (w) Warrants so issued shall in all respects have the entity (if other than same legal rank and benefit under this Agreement as the Issuer) formed by Warrants theretofore or resulting from any such consolidation or merger shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity thereafter issued in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles the terms of equity, regardless this Agreement as though all of whether in a proceeding in equity or such Warrants had been issued at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) immediately after giving effect to such transaction, no Event date of Default and no event which, after notice or lapse the execution hereof. In any case of time or both, would become an Event of Default, shall have occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to any such consolidation, merger, salesale or conveyance, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer such changes in phraseology and form (but not in substance) may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation be made in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), Warrants thereafter to be issued as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute appropriate. The Warrant Agent may receive a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an written opinion of counsel, each stating legal counsel as conclusive evidence that the conditions precedent to any such consolidation, merger, sale, sale or conveyance or transfer have been satisfied. In addition to complies with the foregoing conditions, in the event provisions of any this Section 3.4 and such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the NotesIndenture.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) SECTION 10.01. The Issuer may Company covenants that it will not merge or consolidate with or merge into any other person, corporation or sell, sell or convey or transfer all or substantially all of its assets to any other personPerson, without unless (i) either the consent of Company shall be the Holders of continuing corporation, or the Notes, provided that: (w) the entity successor corporation (if other than the IssuerCompany) formed by or resulting from any such consolidation or merger shall be a corporation organized and existing under the laws of the United States, States of America or any state State thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, assume the due and punctual payment of the principal of, and premium, if any, of and interest onon all the Securities, the 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 performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably Company, by supplemental indenture satisfactory to the Fiscal Trustee, executed and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal Trustee by such corporation, and Principal Paying Agent; (y) 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 occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with the Company or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving such successor corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not not, immediately after such merger or consolidation, or such sale or conveyance, be deemed in default in the performance of any such covenant or condition. SECTION 10.02. In case of any such consolidation, merger, sale or conveyance, other than a conveyance by way of lease, and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for U.S. federal income tax purposes the Company, with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations hereunder and under the Securities and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor corporation thereupon may cause to be a taxable exchange signed, and may issue 93 76 either in its own name or in the name of J.P. Xxxxxx & Xo. Incorporated any or all of the Notes for new Notes Securities issuable hereunder which theretofore shall not have been signed by the Holders thereofCompany and delivered to the Trustee; and, resulting upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale or conveyance such changes in phraseology and form (but not in substance) may be made in the recognition Securities thereafter to be issued as may be appropriate. SECTION 10.03. The Trustee, subject to the provisions of gain Sections 7.01 and 7.02, may receive an Opinion of Counsel and/or an Officers' Certificate, prepared in accordance with Section 13.06, as conclusive evidence that any such consolidation, merger, sale or loss for conveyance, and any such purposes or resulting in any other material adverse tax consequences to Holders assumption complies with the applicable provisions of the NotesArticle IX.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer may Tenant agrees that during the term of this Lease it will maintain its corporate existence, will continue to be a not• for- profit corporation duly qualified to do business in the State, will not merge or consolidate with or merge into any other personwith, or sellsell or convey, convey or transfer except as provided herein, all or substantially all of its assets interest in the corporation to any other personPerson unless (i) no Event of Default has occurred and is continuing, without (ii) it provides to the consent Landlord notice of the Holders its intent at least 90 days in advance of the Notessuch consolidation, provided that: merger, sale or conveyance, and (wiii) the entity acquiring the Tenant’s interest in the Lease Premises shall: (if other than a) assume in writing the Issuer) formed by or resulting from any such consolidation or merger shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by of this Lease; (b) provide the Issuer pursuant Landlord with an Opinion of Counsel to the Fiscal Agency Agreement and Tenant (which may be rendered in reliance upon the Notes; (x) Opinion of Counsel to such amendment shall be other corporation), stating that none of the other entities that are a party to such consolidation, merger or transfer has any pending litigation other than that arising in form the ordinary course of business, or has any pending litigation that might reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether result in a proceeding substantial adverse judgment. For the purposes of the preceding sentence, the term "substantial adverse judgment" shall mean a judgment in equity an amount that exceeds the insurance or at lawreserves therefor by a sum that is more than 2 percent of the aggregate net worth of the resulting, and shall be delivered to the Fiscal and Principal Paying Agent; (y) surviving or transferee corporation immediately after giving effect to such transaction, no Event the consummation of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer and after giving effect thereto; (c) deliver to the Landlord within 30 days of the close of such transaction, copies of all documents executed in connection therewith, one document of which shall include an Opinion of Counsel that all conditions herein have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer satisfied and that all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor liabilities and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor Tenant under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment Tenant Documents shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantornew entity; provided, however, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, Tenant shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.released from same;

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) SECTION 10.1 TRUST MAY MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY UNDER CERTAIN CIRCUMSTANCES. The Issuer Trust may not consolidate with with, or merge into into, any other personPerson (whether or not affiliated with the Trust), or sell, lease or convey or transfer all the property of the Trust as an entirety or substantially all of its assets to any other personas an entirety, without the consent of the Holders of the Notes, provided that: unless: (wa) the entity (if other than the Issuer) formed by or resulting from any such consolidation or merger into which the Trust is merged or the Person which acquires by conveyance or transfer the properties and assets of the Trust substantially as an entirety shall be a statutory trust formed under the laws of the State of Delaware or a corporation or other entity organized and existing under the laws of the United States, States of America or any state thereof State or the District of Columbia, and shall expressly assume, by an amendment a Supplemental Indenture, executed and delivered to the Fiscal Agency Agreement and the Notes pursuant 60 Indenture Trustee, in form satisfactory to the Fiscal Agency AgreementIndenture Trustee, the due and punctual payment of the principal of, and premium, if any, any premium and interest on, and any Additional Amounts with respect to, the Notes and the due and punctual performance and observance of all every covenant of the covenants and conditions Indenture on the part of the Trust to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; observed; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (yb) immediately after giving effect to such transaction, no Event of Default Default, and no event which, after notice or lapse of time time, or both, would become an Event of Default, shall have occurred or happened and be continuing; and ; (zc) the Issuer Trust has delivered to received written confirmation from any rating agency then rating any Notes at the Fiscal and Principal Paying Agent an officers' certificate and an opinion request of counsel, each stating the Trust that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding shall not cause the foregoing, rating on the Issuer may sell, convey then Outstanding Notes to be downgraded or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries.withdrawn; and (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (vd) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be Trust has delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of Indenture Trustee a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate Trust Certificate and an opinion Opinion of counsel, Counsel each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer and such Supplemental Indenture comply with this Article and that all conditions precedent provided for in the Indenture relating to such transaction have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notescomplied with.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer may Section 10.01. Consolidations and Mergers of the Partnership or any Guarantor. Neither the Partnership nor any Guarantor shall consolidate or amalgamate with or merge with or into any other personPerson, or sell, convey convey, transfer, lease or transfer otherwise dispose of all or substantially all of its assets to any other personPerson, without whether in a single transaction or a series of related transactions, (1) except in accordance with the consent provisions of the Holders partnership agreement, certificate or articles of the Notesincorporation, provided thatbylaws or other applicable organizational documents thereof, and (2) unless: (wa) either (i) the entity Partnership or such Guarantor (as the case may be) shall be the continuing Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Issuer) formed by Partnership or resulting from any such consolidation or merger Guarantor (respectively, the “Successor Partnership” and the “Successor Guarantor”), shall be a partnership, limited liability company or corporation organized and existing under the laws of the United StatesStates of America, any state thereof or the District of Columbia, or Canada or any province thereof, and the Successor Partnership or Successor Guarantor (as the case may be) shall expressly assume, by an amendment indenture supplemental hereto, executed and delivered to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency AgreementTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal Trustee, all the obligations of the Partnership or such Guarantor (as applicable) under this Indenture and Principal Paying Agent, shall be duly executed by the entity succeeding Debt Securities or the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject applicable Guarantee according to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agenttheir tenor; (yb) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Successor Partnership or the Successor Guarantor (as the case may be) or any Subsidiary thereof as a result of such transaction as having been incurred by the Successor Partnership or the Successor Guarantor (as applicable) or such Subsidiary at the time of such transaction), no Default or Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred occur or be continuing; and (zc) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor Partnership shall have delivered to the Fiscal and Principal Paying Agent Trustee an officers' certificate Officers’ Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, mergeramalgamation, sale, conveyance merger or transfer have been satisfied. In addition to the foregoing conditions, in the event of any disposition and such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notessupplemental indenture (if any) comply with this Indenture.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not (ia) The Issuer may merge or consolidate with or merge into any other person, Person or (b) sell, assign, transfer, lease or convey or transfer all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions other personthan, without the consent with respect to clause (b), a direct or indirect wholly-owned subsidiary of the Holders of Company, unless (i) either the NotesCompany shall be the continuing corporation, provided that: (w) or the entity successor (if other than the IssuerCompany) formed by or resulting from any such consolidation or merger shall be a corporation organized and existing under the laws of the United States, any state States of America or a State thereof or the District of Columbia, Columbia and such corporation shall expressly assumeassume all the obligations of the Company under the Purchase Contracts, by an amendment to the Fiscal Agency Agreement and Debentures, the Notes pursuant to Capital Securities Guarantee, the Fiscal Agency Declaration, this Agreement, the due and punctual payment of the principal ofRemarketing Agreement, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed Pledge Agreement by one or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be more supplemental agreements in form reasonably satisfactory to the Fiscal Agent and Principal Paying the Collateral Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal Agent and Principal Paying Agent; (y) immediately after giving effect to the Collateral Agent by such transactioncorporation, 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 or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with the Company or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving such successor corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be deemed for U.S. federal income tax purposes to be a taxable exchange in default in the performance of any covenant or condition hereunder, under any of the Notes for new Notes by Units or under the Holders thereofPledge Agreement. Notwithstanding anything herein to the contrary, resulting in the recognition of gain a direct or loss for such purposes or resulting in any other material adverse tax consequences to Holders indirect wholly-owned subsidiary of the NotesCompany to whom the Company has sold, assigned, transferred, leased or conveyed all or substantially all of its properties and assets shall be required to expressly assume by a supplemental agreement, executed and delivered to the Agent, in form satisfactory to the Agent, all the obligations of the Company under Section 7.7.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer may Tenant agrees that during the term of this Lease it will maintain its corporate existence, will maintain no less than 33% of voting seats on the Board appointed by the City Council without CCA Board confirmation; will continue to be a not• for-profit corporation duly qualified to do business in the State, will not change the control structure of its governing board, merge or consolidate with or merge into any other personwith, or sellsell or convey, convey or transfer except as provided herein, all or substantially all of its assets to interest in the corporation to, any other person, without Person unless (i) it first acquires the written consent of the Holders of the Notes, provided that: (w) the entity (if other than the Issuer) formed by or resulting from any such consolidation or merger shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) immediately after giving effect Landlord to such transaction, no Event and the Landlord (City) agrees to put the question to a referendum vote of Default and no event which, after notice or lapse the registered voters of time or both, would become an Event the City of Default, shall have occurred or Belle Isle. All costs associated with the referendum will be continuing; and (z) paid by the Issuer has delivered to Tenant. If the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoingreferendum passes, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more acquirer of the Issuer, interest the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate corporation with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation which it shall be consolidated or the successor, continuing or resulting corporation in the case of a merger or consolidation merger: (if a) shall assume in writing the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions of this Lease; (b) shall provide the Landlord with an Opinion of Counsel to the Tenant (which may be performed rendered in reliance upon the Opinion of Counsel to such other corporation), stating that none of the other entities that are a party to such consolidation, merger or observed transfer has any pending litigation other than that arising in the ordinary course of business, or has any pending litigation that might reasonably result in a substantial adverse judgment. For the purposes of the preceding sentence, the term "substantial adverse judgment" shall mean a judgment in an amount that exceeds the insurance or reserves therefor by a sum that is more than 2 percent of the aggregate net worth of the resulting, surviving or transferee corporation immediately after the consummation of such consolidation, merger or transfer and after giving effect thereto; (c) shall deliver to the Landlord within 30 days of the close of such transaction, copies of all documents executed in connection therewith, one document of which shall include an Opinion of Counsel that all conditions herein have been satisfied and that all liabilities and obligations of the Tenant under the Tenant Documents shall become obligations of the new entity; provided, however, the Tenant shall not be released from same; (d) shall continue to maintain no less than 33% of voting seats on the Board appointed by the Guarantor pursuant City Council without CCA Board confirmation. (e) in the case of a consolidation, merger, sale or conveyance, shall provide evidence to the Fiscal Agency Agreement and Landlord (i) the Guarantee; (w) such amendment shall be in form reasonably satisfactory entity can continue to operate the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor Charter Schools as charter schools in accordance with its termsthe Charter School Law and that the entity is entitled to receive the Charter School Revenues, subject to applicable bankruptcy(iii) the Debt Service Coverage Ratio for the last Charter School Fiscal Year for which Audited Annual Financial Statements are available, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such proposed consolidation, merger, salesale or conveyance, conveyance or transfer would have been satisfied. In addition to at least 1.20 and (iii) and that any rating on the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, Bonds will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereoflowered, resulting in the recognition of gain suspended or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Noteswithdrawn.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer may Section 8.1. Consolidations and Mergers of Company and Guarantor Permitted Subject to Certain Conditions. Neither the Company nor the Guarantor shall consolidate with or merge into any other personPerson or convey, transfer or sell, convey or transfer all or lease its properties and assets substantially all of its assets as an entirety to any other personPerson, without and neither the consent of Company nor the Holders of Guarantor shall permit any Person to consolidate with or merge into the NotesCompany or the Guarantor or convey, provided that: transfer or lease its properties and assets substantially as an entirety to the Company or the Guarantor, unless: (wa) in case the entity (if other than Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Issuer) Person formed by or resulting from any such consolidation or merger shall be organized into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and existing under the laws assets of the United States, any state thereof or the District of Columbia, and Company substantially as an entirety shall expressly assume, by an amendment indenture supplemental hereto, executed and delivered to the Fiscal Agency Agreement and the Notes pursuant Trustee, in form reasonably satisfactory to the Fiscal Agency AgreementTrustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interest on, on all the Notes Securities and the due and punctual performance and or observance of all every covenant of this Indenture on the covenants and conditions part of the Company to be performed or observed and shall have provided for conversion rights in any supplemental indenture hereto; or in case the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Issuer pursuant Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor substantially as an entirety shall (i) be the Company or the Guarantor or (ii) expressly assume, by an indenture supplemental hereto, executed and delivered to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be Trustee, in form reasonably satisfactory to the Fiscal and Principal Paying AgentTrustee, shall the performance or observance of every covenant of this Indenture on the part of the Guarantor to be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity performed or at law, observed and shall be delivered to the Fiscal and Principal Paying Agent; have provided for conversion rights in any supplemental indenture hereto. (yb) immediately after giving effect to such transaction, no 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 or happened and be continuing; and and (zc) the Issuer Company has delivered to the Fiscal and Principal Paying Agent Trustee an officers' certificate Officers’ Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, merger, saleconveyance, conveyance transfer or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor lease and, when so executed, shall constitute if a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor supplemental indenture is required in accordance connection with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) immediately after giving effect to such transaction, no Event of Default such supplemental indenture comply with this Article and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the all conditions precedent herein provided for relating to such consolidation, merger, sale, conveyance or transfer transaction have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notescomplied with.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer may Borrower agrees that during the term of this Loan Agreement it shall maintain its corporate existence, shall continue to be a nonprofit corporation duly qualified to do business in the State, shall not change its organizational structure, create any related corporations, limited liability companies, partnerships or similar entities, and shall not merge or consolidate with or merge into any other personwith, or sellsell or convey, convey or transfer except as provided in Section 8.11 hereof, all or substantially all of its assets to to, any other person, without Person unless no Event of Default has occurred and is continuing and it first acquires the written consent of the Holders of the Notes, provided that: (w) the entity (if other than the Issuer) formed by or resulting from any such consolidation or merger shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement Issuer and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) immediately after giving effect Bondholder Representative 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 or be continuing; and (z) the Issuer has delivered provides to the Fiscal Trustee and Principal Paying Agent an officers' certificate and an opinion the Bondholder Representative notice of counsel, each stating that the conditions precedent to its intent at least 90 days in advance of such consolidation, merger, salesale or conveyance, conveyance or transfer have been satisfied. Notwithstanding and unless the foregoing, the Issuer may sell, convey or transfer all or substantially all acquirer of its such assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing corporation with which it shall be consolidated or the resulting corporation in the case of a merger or consolidation merger:‌ (if a) shall assume in writing the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency of this Loan Agreement and the Guarantee; other Borrower Documents; (wb) such amendment shall be in form reasonably satisfactory to provide the Fiscal Issuer, the Bondholder Representative and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance Trustee with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition Bond Counsel acceptable to the foregoing conditions, in Issuer and the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing Bondholder Representative to the effect that such assumption merger, consolidation, sale or conveyance, would not adversely affect the validity of any of the Issuer's Bonds or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed excludability from gross income for U.S. federal income tax purposes of interest on the Tax-Exempt Bonds; (c) shall provide the Issuer, the Bondholder Representative and the Trustee with an Opinion of Counsel to the Borrower (which may be a taxable exchange rendered in reliance upon the Opinion of Counsel to such other corporation), stating that none of the Notes for new Notes by the Holders thereofother corporations which are a party to such consolidation, resulting merger or transfer has any pending litigation other than that arising in the recognition ordinary course of gain or loss for such business or, has any pending litigation which might reasonably result in a substantial adverse judgment. For the purposes or resulting in any other material adverse tax consequences to Holders of the Notespreceding sentence, the term “substantial adverse judgment” shall mean a judgment in an amount which exceeds the insurance or reserves therefor by a sum which is more than 2% of the aggregate net worth of the resulting, surviving or transferee corporation immediately after the consummation of such consolidation, merger or transfer and after giving effect thereto; (d) shall deliver to the Trustee and the Bondholder Representative within 30 days of the close of such transaction, copies of all documents executed in connection therewith, one document of which shall include an Opinion of Counsel to the Borrower that all conditions herein have been satisfied and that all liabilities and obligations of the Borrower under the Borrower Documents shall become obligations of the new entity; provided, however, the Borrower shall not be released from same; (e) shall provide a certificate to the Trustee, the Bondholder Representative and the Issuer that the entity can continue to operate the Project as a charter school in accordance with the Charter Schools Act and that the entity is entitled to receive the State Payments; and (f) shall have either delivered to the Trustee an opinion of Bond Counsel that such transfer will not affect the tax exemption of interest on the Tax-Exempt Bonds or provided a certificate confirming the beneficial ownership of the Facilities will be transferred to an organization described in Section 501(c)(3) of the Code or a state or local government entity.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (a) The Company may not (i) The Issuer may consolidate with or merge into any other personentity or (ii) convey, transfer or sell, convey or transfer lease all or substantially all of its the properties and assets to any other person, without the consent of the Holders of the NotesCompany and its subsidiaries taken as a whole, provided that: unless: (w1) the entity (Company is the successor entity, or the successor or transferee entity, if other than the IssuerCompany, is a Person (if such Person is not a corporation, then such successor or transferee shall include a corporate co-issuer) formed by or resulting from any such consolidation or merger shall be organized and existing under the laws of the United StatesStates of America, any state State thereof or the District of Columbia, and shall expressly assume, assumes by an amendment a supplemental indenture executed and delivered to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency AgreementTrustee, the due and punctual payment of the principal of, any premium on and premium, if any, and any interest on, on all the outstanding Notes and the due performance of every covenant and punctual performance and observance of all the covenants and conditions obligation in this Indenture to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; Company; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y2) immediately after giving effect to such the transaction, no Event of Default Default, as defined in this Indenture, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or be has happened and is continuing; and and (z3) the Issuer Company has delivered to the Fiscal and Principal Paying Agent Trustee an officers' certificate Officer’s Certificate and an opinion Opinion of counselCounsel, each in the form required by this Indenture and stating that the conditions precedent to such consolidation, merger, saleconveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such transaction, and constitutes the legal, valid and binding obligation of the Company or successor entity, as applicable, subject to customary exceptions. In case of any such consolidation, merger, conveyance or transfer have been satisfied. Notwithstanding the foregoing(but not lease), the Issuer may sellsuccessor entity will succeed to and be substituted for the Company as obligor on the Notes, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of with the Issuer, same effect as if it had been named in this Indenture as the Guarantor and their wholly-owned SubsidiariesCompany. (iib) The No Guarantor may consolidate with or merge into any other personentity, unless: (1) the Company or sella Guarantor is the successor entity or the successor or transferee entity, convey if not such Guarantor prior to such consolidation or transfer all or substantially all of its assets to any other personmerger, without shall be a Person organized and existing under the consent laws of the Holders jurisdiction under which such Guarantor was organized or under the laws of the NotesUnited States of America, provided that: (v) the purchasing or transferee corporation any State thereof or the successorDistrict of Columbia, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), and expressly assumes, by an amendment a supplemental indenture executed and delivered to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be Trustee in form reasonably satisfactory to the Fiscal and Principal Paying AgentTrustee, shall be duly executed by all the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement obligations of such Successor GuarantorGuarantor under its Guarantee; provided, enforceable against such Successor however, that the foregoing shall not apply in the case of a Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under that has been, or will be as a result of the laws subject transaction, disposed of a jurisdiction in its entirety to another Person (other than to the Federal Republic Company or an Affiliate of Germany (a "Successor Guarantor Jurisdiction"the Company), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(iwhether through a merger or consolidation or (y) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws that, as a result of the jurisdiction in which the Successor Guarantor is organized; disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary; (y2) immediately after giving effect to such the transaction, no Event of Default Default, as defined in this Indenture, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or be has happened and is continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.and

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) Section 8.1 CONSOLIDATIONS AND MERGERS OF COMPANY PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Issuer may Company shall not consolidate with or merge into any other personPerson or convey, transfer or sell, convey or transfer all or lease its properties and assets substantially all of its assets as an entirety to any other personPerson, without and the consent of Company shall not permit any Person to consolidate with or merge into the Holders of Company or convey, transfer or lease its properties and assets substantially as an entirety to the NotesCompany, provided that: unless: (wa) in case the entity (if other than Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Issuer) Person formed by or resulting from any such consolidation or merger shall be organized into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and existing under the laws assets of the United States, any state thereof or the District of Columbia, and Company substantially as an entirety shall expressly assume, by an amendment indenture supplemental hereto, executed and delivered to the Fiscal Agency Agreement and the Notes pursuant Trustee, in form reasonably satisfactory to the Fiscal Agency AgreementTrustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interest on, on all the Notes Securities and the due and punctual performance and or observance of all every covenant of this Indenture on the covenants and conditions part of the Company to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; observed; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (yb) immediately after giving effect to such transaction, no 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 or and be continuing; and and (zc) the Issuer Company has delivered to the Fiscal and Principal Paying Agent Trustee an officers' certificate Officer's Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, merger, saleconveyance, conveyance transfer or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor lease and, when so executed, shall constitute if a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor supplemental indenture is required in accordance connection with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) immediately after giving effect to such transaction, no Event of Default such supplemental indenture comply with this Article and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the all conditions precedent herein provided for relating to such consolidation, merger, sale, conveyance or transfer transaction have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notescomplied with.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) Section 9.1 Company May Consolidate, etc., on Certain Terms. The Issuer Company may consolidate with or merge into any other person, or sell, transfer, lease or otherwise convey or transfer all or substantially all of its assets on a consolidated basis to any Person, or consolidate or merge with or into, any other personPerson, without provided that in any such case, (a) either (i) the consent Company shall be the continuing corporation, or (ii) if the Company is not the continuing corporation, the successor corporation or Person which acquires by sale, transfer, lease or other conveyance all or substantially all of the Holders assets of the NotesCompany, provided that: (w) the entity (if other than the Issuer) formed by or resulting from any such consolidation or merger shall be a corporation organized and validly existing under the laws of the United States, States of America or any state thereof or the District of Columbia, Columbia and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, assume the due and punctual payment of the principal of, and premium, if any, and interest on(including Additional Sums and Compound Interest) on all of the Convertible Debentures according to their tenor, the Notes and the due and punctual performance and observance of all of the covenants covenants, agreements and conditions of this Indenture to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably Company by supplemental indenture satisfactory to the Fiscal Trustee, executed and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; Trustee by such corporation or entity, by amendment thereto, (yb) immediately after giving effect to such transactionmerger or consolidation, or such sale, transfer, lease or other conveyance, no 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 or and be continuing; , and (zc) the Issuer Company has delivered to the Fiscal and Principal Paying Agent Trustee an officersOfficers' certificate Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer requirements of this Section have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiariescomplied with. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) SECTION 8.1 Company May Consolidate, Etc. on Certain Terms. The Issuer may Company shall not consolidate with or merge with or into any other personPerson or, directly or indirectly, sell, convey convey, transfer or transfer lease all or substantially all of its properties and assets on a consolidated basis to any other personPerson, without the consent of the Holders of the Notes, provided that: unless: (wa) the entity (if other than the Issuer) Person formed by or resulting from any such consolidation or merger into which the Company is merged or the Person which acquires by purchase, conveyance, transfer or lease, all or substantially all of the properties and assets of the Company on a consolidated basis shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United StatesStates of America, any state State thereof or the District of Columbia, Columbia and shall expressly assume, by an amendment indenture supplemental hereto, executed and delivered to the Fiscal Agency Agreement and the Notes pursuant Trustee, in form reasonably satisfactory to the Fiscal Agency AgreementTrustee, the due and punctual payment of the principal of, of (and premium, if any) and interest on all the Debentures, according to their tenor, and interest on, the Notes and the due and punctual performance and or observance of all every covenant of this Indenture on the covenants and conditions part of the Company to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity have provided for conversion rights in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; Article XIV; (yb) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no 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 or happened and be continuing; and and (zc) the Issuer Company has delivered to the Fiscal and Principal Paying Agent Trustee an officers' certificate Officer's Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, merger, saleconveyance, conveyance transfer or transfer lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article and that all conditions precedent herein provided for relating to such transaction have been satisfiedcomplied with. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets This Section shall only apply to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if in which the Guarantor Company is not the surviving corporation)corporation and to conveyances, as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement leases and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed transfers by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity Company as transferor or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Noteslessor.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) SECTION 10.01. The Issuer may Company shall not consolidate with or merge with or into any other personPerson, or sellconvey, convey transfer or transfer lease all or substantially all of its assets to any other personassets, without the consent of the Holders of the Notes, provided thatunless: (wi) either (a) the entity Company shall be the continuing Person in the case of a merger or (b) the resulting, surviving or transferee Person if other than the IssuerCompany (the "Successor Company") formed by or resulting from any such consolidation or merger shall be a corporation organized and existing under the laws of the United States, any state State thereof or the District of Columbia, Columbia and the Successor Company shall expressly assume, by an amendment Indenture supplemental hereto, executed and delivered to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency AgreementTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying AgentTrustee, shall be duly executed by all the entity succeeding obligations of the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding Company under the Issuer, enforceable against such entity in accordance with its terms, subject Debentures according to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at lawtheir tenor, and shall be delivered to the Fiscal and Principal Paying Agentthis Indenture; (yii) immediately after giving effect to such transaction, no Default or Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred occur or be continuing; and (ziii) the Issuer has Company shall have delivered to the Fiscal and Principal Paying Agent Trustee an officersOfficers' certificate Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger or transfer and such supplemental Indenture (if any) comply with this Indenture. SECTION 10.02. In case of any consolidation or merger, or conveyance or transfer of the assets of the Company as an entirety or virtually as an entirety in accordance with Section 10.01, the Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation shall be relieved of any further obligation under the Indenture and the Debentures. The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of the Successor Company, instead of the Company, and subject to all the terms, conditions precedent and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debentures which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debentures which the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all such Debentures had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, sale or conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer such changes in phraseology and form (but not in substance) may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation be made in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), Debentures appertaining thereto thereafter to be issued as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notesappropriate.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) Section 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Assets Except Under Certain Conditions. The Issuer may Company covenants that it shall not consolidate with or merge into any other person, entity or sell, convey or transfer all or its properties and assets substantially all of its assets as an entirety to any other person, without the consent of the Holders of the Notes, provided that: Person unless: (wi) the entity (if other than the Issuer) Person formed by or resulting from any 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 substantially as an entirety shall be a corporation, limited liability company or trust (if not the Company) organized and validly existing under the laws of the United States, States of America or any state State thereof or the District of Columbia, and shall expressly assumeassume all the obligations of the Company under the Purchase Contracts, by an amendment to this Agreement, the Fiscal Agency Remarketing Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed Pledge Agreement by one or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be more supplemental agreements in form reasonably satisfactory to the Fiscal Agent and Principal Paying the Collateral Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal Agent and Principal Paying Agent; the Collateral Agent by such successor entity, the due and punctual performance of every obligation and covenant of this Agreement on the part of the Company to be performed or observed; (yii) immediately after giving effect to such transaction, no Event of Default default and no event which, after notice or lapse of time time, or both, would become an Event of Defaulta default under this Agreement, the Purchase Contracts, the Pledge Agreement or the Remarketing Agreement, shall have occurred or and be continuing; and and (ziii) the Issuer Company has delivered to the Fiscal to the Agent and Principal Paying the Collateral Agent an officersOfficers' certificate Certificate and an opinion Opinion of counsel, Counsel each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer and such supplemental agreement comply with this Article and that all conditions precedent herein provided for relating to such transaction have been satisfiedcomplied with. Notwithstanding In the foregoing, event the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor Company is not the surviving corporation)successor of any such consolidation, merger or sale of the assets substantially as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement entirety and the Guarantee pursuant to successor is a limited liability company or trust, then the Fiscal Agency AgreementCompany or such trust or limited liability company, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance connection with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered create a corporation to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption act as a co-obligor of the obligations of the Issuer or the GuarantorPurchase Contracts, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notesand Units.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) Section 9.1 Company May Consolidate, etc., on Certain Terms. The Issuer Company may consolidate with or merge into any other person, or sell, transfer, lease or otherwise convey or transfer all or substantially all of its assets on a consolidated basis to any Person, or consolidate or merge with or into, any other personPerson, without provided that in any such case, (a) either (i) the consent Company shall be the continuing corporation, or (ii) if the Company is not the continuing corporation, the successor corporation or Person which acquires by sale, transfer, lease or other conveyance all or substantially all of the Holders assets of the NotesCompany, provided that: (w) the entity (if other than the Issuer) formed by or resulting from any such consolidation or merger shall be a corporation organized and validly existing under the laws of the United States, States of America or any state thereof or the District of Columbia, Columbia and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, assume the due and punctual payment of the principal of, and premium, if any, and interest on(including Additional Sums and Compound Interest) on all of the Convertible Debentures according to their tenor, the Notes and the due and punctual performance and observance of all of the covenants covenants, agreements and conditions (A) of this Indenture to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably Company by supplemental indenture satisfactory to the Fiscal Trustee, executed and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal Trustee by such corporation or entity, and Principal Paying Agent; (yB) of the Registration Rights Agreements, by amendment thereto, (b) immediately after giving effect to such transactionmerger or consolidation, or such sale, transfer, lease or other conveyance, no 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 or and be continuing; , and (zc) the Issuer Company has delivered to the Fiscal and Principal Paying Agent Trustee an officersOfficers' certificate Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer requirements of this Section have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiariescomplied with. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 6.1 Company Consolidation, Merger, Sale or Conveyance. (ia) The Issuer may From and after the Effective Time until such time as all of the Company’s payment obligations shall have been discharged, the Company shall not consolidate with or merge into any other personPerson or convey, assign, transfer or sell, convey or transfer all or lease its properties and assets substantially all of its assets as an entirety to any Person, unless: (i) in the case that the Company shall consolidate with or merge into any other personPerson or convey, without assign, transfer or lease its properties and assets substantially as an entirety to any Person, the consent of the Holders of the Notes, provided that: (w) the entity (if other than the Issuer) Person formed by or resulting from any such consolidation or merger shall be organized into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and existing under the laws assets of the United States, any state thereof or Company substantially as an entirety (the District of Columbia, and “Surviving Person”) shall expressly assume, by an amendment to assume payment of amounts on all the Fiscal Agency Agreement CVRs and the Notes pursuant to performance of every duty and covenant of this Agreement on the Fiscal Agency Agreement, the due and punctual payment part of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions Company to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notesobserved; and (xii) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) immediately after giving effect prior 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 or be continuing; and (z) the Issuer Company has delivered to the Fiscal and Principal Paying Agent Shareholder Representative an officers' certificate and an opinion of counsel, each Officer’s Certificate stating that the such consolidation, merger, conveyance, transfer or lease complies with this ARTICLE VI and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) For purposes of this Section 6.1, “convey, transfer or lease its properties and assets substantially as an entirety” shall mean properties and assets contributing in the aggregate at least a majority of the Company’s and its Subsidiaries’ total consolidated revenues as reported in the last available periodic financial report (quarterly or annual, as the case may be). (c) In the event the Company conveys, transfers or leases its properties and assets substantially as an entirety in accordance with the terms and conditions of this Section 6.1, the Company and the Surviving Person shall be jointly and severally liable for the payment of the CVR Payment Amount and the performance of every duty and covenant of this Agreement on the part of the Company to be performed or observed. Notwithstanding anything to the contrary contained herein, no consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding assignment involving the foregoing, Company shall relieve the Issuer may sell, convey or transfer all or substantially all Company of its assets obligations and liabilities to any person which is directly or indirectly wholly-owned the Rights Agent hereunder, unless by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the written consent of the Holders of the NotesRights Agent, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is such consent not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed unreasonably withheld, conditioned or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notesdelayed.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (ia) The Issuer may not consolidate with or merge into any other personPerson or convey, transfer or sell, convey or transfer all or lease substantially all of its properties and assets in one or more related transactions to any other person, without Person unless: (i) the consent Person acquiring the assets of the Holders of Issuer in any such sale or other disposition or the Notes, provided that: (w) the entity (if other than the Issuer) Person formed by or resulting from surviving any such consolidation or merger shall be is a corporation, limited liability company or limited partnership organized and existing under the laws of the United States, any States or a state thereof (the Issuer or such Person, as the District of Columbiacase may be, being herein called the “Successor Issuer”) and shall (if such Person is not the Issuer) expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes assumes pursuant to the Fiscal Agency Agreementa supplemental indenture, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal Trustee, all the obligations of the Issuer under the Notes, this Indenture and Principal Paying Agentthe Security Documents; provided, that if such Person is not a corporation, a corporate co- issuer that is organized and existing under the laws of the United States or a state thereof shall be added to this Indenture by executing and delivering a supplemental indenture, in form reasonably satisfactory to the Trustee; (ii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing; and (iii) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture (if any) comply with this Indenture. The Successor Issuer (if other than the Issuer) shall succeed to, and be substituted for, the Issuer under this Indenture, the Notes and the Security Documents, and the Issuer shall automatically be released and discharged from its obligations under this Indenture, the Notes and the Security Documents without any further action required by any party other than as expressly set forth in this Indenture. Any sale or conveyance of assets of one or more Subsidiaries of the Issuer (other than to the Issuer or any Guarantor), which, if such assets were owned by the Issuer would constitute, either alone or together with the sale or conveyance of assets of the Issuer in any related transaction, all or substantially all of the consolidated assets of the Issuer and its Subsidiaries taken as a whole, shall be duly executed by deemed to be the entity succeeding transfer of all or substantially all of the assets of the Issuer and, when so executed, shall constitute a valid and legally binding agreement for purposes of such entity succeeding the provisions of this Section 5.01. After assuming the obligations of the Issuer, enforceable against such entity in accordance with the Successor Issuer will have all the rights, powers and obligations of the Issuer under this Indenture, the Notes and the Security Documents and the Issuer shall be automatically released and discharged from its termsobligations under this Indenture, subject the Notes and the Security Documents. (b) Subject to applicable bankruptcySection 10.02(b), insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at laweach Guarantor shall not, and the Issuer shall be delivered not permit any Guarantor to, consolidate or merge into, or convey, transfer or lease substantially all of its properties and assets, in one or more related transactions, to any Person (other than the Issuer or another Guarantor) unless: (i) the Person acquiring the assets of a Guarantor in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger is a corporation, limited liability company or limited partnership organized and existing under the laws of the United States or a state thereof, (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”) and the Successor Guarantor (if other than the Guarantor) expressly assumes pursuant to a supplemental indenture, in form reasonably satisfactory to the Fiscal Trustee, all the obligations of such Guarantor under such Guarantor’s Notes Guarantee, this Indenture and Principal Paying Agent; the Security Documents; (yii) immediately after giving effect to such transaction, no Default or Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or and be continuing; and and (ziii) the Issuer has any Successor Guarantor (if other than such Guarantor) shall have delivered or caused to be delivered to the Fiscal and Principal Paying Agent Trustee an officers' certificate Officers’ Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, merger, saleconveyance, conveyance transfer or transfer lease and such supplemental indenture (if any) comply with this Indenture. The Successor Guarantor shall succeed to, and be substituted for, such Guarantor under this Indenture, such Guarantor’s Notes Guarantee and the Security Documents, and such Guarantor shall automatically be released and discharged from its obligations under this Indenture, such Guarantor’s guarantee and the Security Documents. After assuming the obligations of such Guarantor, the Successor Guarantor will have all the rights, powers and obligations of the Guarantor under this Indenture, its Notes Guarantee and the Security Documents, and such Guarantor shall be automatically released and discharged from its obligations under this Indenture, its Notes Guarantee and the Security Documents without any further action required by any party other than as expressly set forth in this Indenture. (c) The following additional conditions shall apply to each transaction set forth in Sections 5.01(a) and 5.01(b): (i) the Issuer, the Guarantor or the relevant surviving entity, as applicable, shall cause such amendments or other instruments to be filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to such Person, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (ii) the Collateral owned by or transferred to the Issuer, the Guarantor or the relevant surviving entity, as applicable, shall (A) continue to constitute Collateral under the Security Documents and this Indenture; (B) be subject to the Lien in favor of the Collateral Agent; and (C) not be subject to any Lien other than Liens permitted by the Security Documents and this Indenture; (iii) the assets of the Person which is merged or consolidated with or into the relevant surviving entity, shall be deemed after-acquired property for purposes of Section 11.03 and such surviving entity shall take such action as may be reasonably necessary to cause such assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in the Security Documents and this Indenture; and (iv) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and, with respect to the Officers’ Certificate only, that all conditions precedent in this Indenture relating to such transaction have been satisfied. satisfied and, with respect to the Opinion of Counsel only, that such supplemental indenture and Security Documents are legal, valid, binding and enforceable, subject to customary qualifications. (d) Notwithstanding anything to the foregoingcontrary in this Article 5, (i) the Issuer sale of the Bank Subsidiary shall not implicate the provisions of this Article 5 and (ii) a Guarantor may sell, convey sell or transfer otherwise dispose of all or substantially all of its assets to any person which is directly to, or indirectly wholly-owned by one consolidate or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate merge with or merge into any other personinto, or sell, convey or transfer all or substantially all another Person without complying with the provisions of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), this Section 5.01 so long as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Notes Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions would be permitted to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) released in connection with such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor transaction in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles the provisions of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"Section 10.02(b), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 8.1 When Issuer and Principal Guarantors May Merge or Transfer Assets. None of the Issuer, Arby's or RC Cola (ithe "Subject obligor") The Issuer may consolidate with or merge with or into any other personPerson, or directly and/or indirectly through its Subsidiaries, sell, convey convey, assign, transfer, lease or transfer otherwise dispose of all or substantially all of its properties and assets (determined on a consolidated basis for the Subject Obligor and its Subsidiaries taken as a whole) to any other personPerson, without the consent of the Holders of the Notes, provided thatunless: (wi) either (A) the entity Subject Obligor or the Issuer shall be the continuing person or (B) the Person (if other than the Subject Obligor or the Issuer) (the "Surviving Entity") formed by or resulting from any such consolidation or merger into which the Subject obligor is merged or that acquires, by sale, assignment, conveyance, transfer, lease or disposition, all or substantially all of the properties and assets of the Subject Obligor (determined as aforesaid) as an entirety shall be a corporation organized and validly existing under the laws of the United States, States or any state State thereof or the District of Columbia, Columbia and shall expressly assume, assume by an amendment a supplemental indenture executed and delivered to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency AgreementTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal Trustee, all the obligations of the Subject Obligor pursuant to this Indenture; (ii) immediately before and Principal Paying Agent, shall be duly executed by the entity succeeding after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Issuer and, when so executed, shall constitute or the Surviving Entity or any Restricted Subsidiary as a valid and legally binding agreement result of such entity succeeding transaction as having been incurred by the Issuer, enforceable against such entity in accordance with its termsSurviving Entity or such Restricted Subsidiary at the time of such transaction), subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer no Default or Event of Default shall have occurred and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agentcontinuing; (yiii) immediately after giving effect to such transaction the Issuer or the Surviving Entity, as the case may be, could incur at least $1.00 of additional Indebtedness pursuant to Section 3.13(j) hereof; (iv) 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 occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation Subject Obligor or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the GuaranteeSurviving Entity, as the case may be, shall have a Consolidated Net Worth which is not be deemed for U.S. federal income tax purposes to be a taxable exchange less than the Consolidated Net Worth of the Notes for new Notes by Subject Obligor immediately prior to such transaction; and (v) the Holders thereofIssuer shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, resulting each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. Notwithstanding the foregoing, any Subject Obligor may merge with any of its Restricted Subsidiaries where the purpose of such merger is to change its state of incorporation, provided that (x) the Surviving Entity shall not, after giving effect to such merger, have Indebtedness greater than that of the Subject Obligor (or, in cases where the recognition Restricted Subsidiary involved in such merger is a Guarantor, Indebtedness greater than that of gain the Subject Obligor and such Restricted Subsidiary) immediately prior to such merger and (y) the conditions specified in clauses (ii), (iv) and (v) above are satisfied. The resulting, surviving or loss for transferee Person of any such purposes or resulting transaction shall be the successor Subject Obligor and in any such case other material adverse tax consequences than a lease the predecessor Subject Obligor (if other than the successor Subject Obligor) shall be released from the obligation to Holders pay the principal of and premium and interest on the Senior Notes.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. The Tenant agrees that during the term of this Lease it will (i) The Issuer may consolidate with or merge into any other personmaintain its corporate existence, (ii) will maintain no less than 33% of voting seats on the Board appointed by the Belle Isle City Council, which seats will be deemed automatically confirmed regardless of confirmation from the Board, (iii) will continue to be a not• for-profit corporation duly qualified to do business in the State, or sell(iv) will not change the control structure of its governing board, convey merge, or transfer consolidate with, or sell or convey, except as provided herein, all or substantially all of its assets to interest in the corporation to, any other person, without Person unless the Tenant first acquires the written consent of the Holders Landlord to such transaction and the Landlord (City) agrees to put the question to a referendum vote of the Notesregistered voters of the City of Belle Isle. All costs associated with the referendum will be paid by the Tenant. If the referendum passes, provided that: (w) the entity (if other than acquirer of the Issuer) formed by or resulting from any such consolidation or merger interest the corporation with which it shall be organized and existing under the laws of the United States, any state thereof consolidated or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) 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 occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation merger: (if a) shall assume in writing the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions of this Lease; (b) shall provide the Landlord with an Opinion of Counsel to the Tenant (which may be performed rendered in reliance upon the Opinion of Counsel to such other corporation), stating that none of the other entities that are a party to such consolidation, merger or observed transfer has any pending litigation other than that arising in the ordinary course of business, or has any pending litigation that might reasonably result in a substantial adverse judgment. For the purposes of the preceding sentence, the term "substantial adverse judgment" shall mean a judgment in an amount that exceeds the insurance or reserves therefor by a sum that is more than 2 percent of the aggregate net worth of the resulting, surviving or transferee corporation immediately after the consummation of such consolidation, merger or transfer and after giving effect thereto; (c) shall deliver to the Landlord within 30 days of the close of such transaction, copies of all documents executed in connection therewith, one document of which shall include an Opinion of Counsel that all conditions herein have been satisfied and that all liabilities and obligations of the Tenant under the Tenant Documents shall become obligations of the new entity; provided, however, the Tenant shall not be released from same; (d) shall continue to maintain no less than 33% of voting seats on the Board appointed by the Guarantor pursuant City Council which seats will be deemed automatically confirmed regardless of confirmation from the Board. (e) in the case of a consolidation, merger, sale or conveyance, shall provide evidence to the Fiscal Agency Agreement and Landlord (i) the Guarantee; (w) such amendment shall be in form reasonably satisfactory entity can continue to operate the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor Charter Schools as charter schools in accordance with its termsthe Charter School Law and that the entity is entitled to receive the Charter School Revenues, subject to applicable bankruptcy(iii) the Debt Service Coverage Ratio for the last Charter School Fiscal Year for which Audited Annual Financial Statements are available, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such proposed consolidation, merger, salesale or conveyance, conveyance or transfer would have been satisfied. In addition at least 1.20 and (iii) and that any rating on the Bonds will not be lowered, suspended or withdrawn. (f) shall continue ,within 5-days after the end of month, to send to the foregoing conditions, in the event of any such assumption City Clerk monthly financial reports as required of the obligations Tenant and board agendas at least five (5) days in advance of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the NotesTenant’s board meetings.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Covenant of Issuer may consolidate with Not to Merge, Consolidate, Sell or merge into Convey Property Except Under Certain Conditions. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation of the Issuer with, or merger of the Issuer into, any other personcorporation or corporations (whether or not affiliated with the Issuer), or sellsuccessive consolidations or mergers to which the Issuer or its successor or successors shall be a party or parties, convey shall prevent any sale, lease or transfer all conveyance of the property of the Issuer as an entirety or substantially all as an entirety, shall prevent any consolidation of its assets to any other personPerson with, without or the consent merger of any Person into, the Issuer or shall prevent any sale, lease or conveyance of the Holders property of the Notes, provided that: (w) the entity (if other than any Person as an entirety or substantially as an entirety to the Issuer) formed by or resulting from ; provided, that, and the Issuer hereby covenants and agrees, upon any such consolidation consolidation, merger, sale, lease or merger shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreementconveyance, the due and punctual payment of the principal of, of and premiuminterest, if any, and interest onon all the Securities, the 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 performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying AgentIssuer, shall be duly expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal Trustee by the corporation formed by such consolidation, or into which the Issuer shall have been merged, or which shall have acquired such property; provided, further, that the corporation formed by such consolidation or into which the Issuer merged or the Person which acquired by conveyance or sale, or which leases, the properties and Principal Paying Agentassets of the Issuer as an entirety or substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (y) provided, further, that immediately after giving effect to such transaction, and treating any indebtedness which becomes an obligation of the Issuer or a Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transaction, no 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 or happened and be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counselprovided, each stating that the conditions precedent to such consolidationfurther, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation)if, as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event result of any such assumption of the obligations consolidation or merger or such conveyance, transfer or lease, properties or assets of the Issuer would become subject to a mortgage, pledge, lien, security interest or the Guarantorother encumbrance which would not be permitted by this Indenture, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's successor corporation or the Guarantor's obligations under the Notes or the GuaranteePerson, as the case may be, shall not take such steps as shall be deemed for U.S. federal income tax purposes necessary effectively to be a taxable exchange of secure the Notes for new Notes by the Holders thereof, resulting in the recognition of gain Securities equally and ratably with (or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notesprior to) all indebtedness secured thereby.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) Section 9.1 COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. The Issuer Company may consolidate with or merge into any other person, or sell, transfer, lease or otherwise convey or transfer all or substantially all of its assets on a consolidated basis to any Person, or consolidate or merge with or into, any other personPerson, without provided that in any such case, (a) either (i) the consent Company shall be the continuing corporation, or (ii) if the Company is not the continuing corporation, the successor corporation or Person which acquires by sale, transfer, lease or other conveyance all or substantially all of the Holders assets of the NotesCompany, provided that: (w) the entity (if other than the Issuer) formed by or resulting from any such consolidation or merger shall be a corporation organized and validly existing under the laws of the United States, States of America or any state thereof or the District of Columbia, Columbia and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, assume the due and punctual payment of the principal of, and premium, if any, and interest on(including Additional Sums and Compound Interest) on all of the Convertible Debentures according to their tenor, the Notes and the due and punctual performance and observance of all of the covenants covenants, agreements and conditions (A) of this Indenture to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably Company by supplemental indenture satisfactory to the Fiscal Trustee, executed and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal Trustee by such corporation or entity, and Principal Paying Agent; (yB) of the Preferred Securities Registration Rights Agreement, by amendment thereto, (b) immediately after giving effect to such transactionmerger or consolidation, or such sale, transfer, lease or other conveyance, no 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 or and be continuing; , and (zc) the Issuer Company has delivered to the Fiscal and Principal Paying Agent Trustee an officersOfficers' certificate Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer requirements of this Section have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiariescomplied with. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (ia) The Issuer may not consolidate with or merge into any other personPerson or convey, transfer or sell, convey or transfer all or lease substantially all of its properties and assets in one or more related transactions to any other person, without Person unless: (i) the consent Person acquiring the assets of the Holders of Issuer in any such sale or other disposition or the Notes, provided that: (w) the entity (if other than the Issuer) Person formed by or resulting from surviving any such consolidation or merger shall be is a corporation, limited liability company or limited partnership organized and existing under the laws of the United States, any States or a state thereof (the Issuer or such Person, as the District of Columbiacase may be, being herein called the “Successor Issuer”) and shall (if such Person is not the Issuer) expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes assumes pursuant to the Fiscal Agency Agreementa supplemental indenture, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal Trustee, all the obligations of the Issuer under the Notes, this Indenture and Principal Paying Agentthe Security Documents; provided, that if such Person is not a corporation, a corporate co-issuer that is organized and existing under the laws of the United States or a state thereof shall be added to this Indenture by executing and delivering a supplemental indenture, in form reasonably satisfactory to the Trustee; (ii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing; and (iii) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture (if any) comply with this Indenture. The Successor Issuer (if other than the Issuer) shall succeed to, and be substituted for, the Issuer under this Indenture, the Notes and the Security Documents, and the Issuer shall automatically be released and discharged from its obligations under this Indenture, the Notes and the Security Documents without any further action required by any party other than as expressly set forth in this Indenture. Any sale or conveyance of assets of one or more Subsidiaries of the Issuer (other than to the Issuer or any Guarantor), which, if such assets were owned by the Issuer would constitute, either alone or together with the sale or conveyance of assets of the Issuer in any related transaction, all or substantially all of the consolidated assets of the Issuer and its Subsidiaries taken as a whole, shall be duly executed by deemed to be the entity succeeding transfer of all or substantially all of the assets of the Issuer and, when so executed, shall constitute a valid and legally binding agreement for purposes of such entity succeeding the provisions of this Section 5.01. After assuming the obligations of the Issuer, enforceable against such entity in accordance with the Successor Issuer will have all the rights, powers and obligations of the Issuer under this Indenture, the Notes and the Security Documents and the Issuer shall be automatically released and discharged from its termsobligations under this Indenture, subject the Notes and the Security Documents. (b) Subject to applicable bankruptcySection 10.02(b), insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at laweach Guarantor shall not, and the Issuer shall be delivered not permit any Guarantor to, consolidate or merge into, or convey, transfer or lease substantially all of its properties and assets, in one or more related transactions, to any Person (other than the Issuer or another Guarantor) unless: (i) the Person acquiring the assets of a Guarantor in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger is a corporation, limited liability company or limited partnership organized and existing under the laws of the United States or a state thereof, (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”) and the Successor Guarantor (if other than the Guarantor) expressly assumes pursuant to a supplemental indenture, in form reasonably satisfactory to the Fiscal Trustee, all the obligations of such Guarantor under such Guarantor’s Notes Guarantee, this Indenture and Principal Paying Agent; the Security Documents; (yii) immediately after giving effect to such transaction, no Default or Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or and be continuing; and and (ziii) the Issuer has any Successor Guarantor (if other than such Guarantor) shall have delivered or caused to be delivered to the Fiscal and Principal Paying Agent Trustee an officers' certificate Officers’ Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, merger, saleconveyance, conveyance transfer or transfer lease and such supplemental indenture (if any) comply with this Indenture. The Successor Guarantor shall succeed to, and be substituted for, such Guarantor under this Indenture, such Guarantor’s Notes Guarantee and the Security Documents, and such Guarantor shall automatically be released and discharged from its obligations under this Indenture, such Guarantor’s guarantee and the Security Documents. After assuming the obligations of such Guarantor, the Successor Guarantor will have all the rights, powers and obligations of the Guarantor under this Indenture, its Notes Guarantee and the Security Documents, and such Guarantor shall be automatically released and discharged from its obligations under this Indenture, its Notes Guarantee and the Security Documents without any further action required by any party other than as expressly set forth in this Indenture. (c) The following additional conditions shall apply to each transaction set forth in Sections 5.01(a) and 5.01(b): (i) the Issuer, the Guarantor or the relevant surviving entity, as applicable, shall cause such amendments or other instruments to be filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to such Person, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (ii) the Collateral owned by or transferred to the Issuer, the Guarantor or the relevant surviving entity, as applicable, shall (A) continue to constitute Collateral under the Security Documents and this Indenture; (B) be subject to the Lien in favor of the Collateral Agent; and (C) not be subject to any Lien other than Liens permitted by the Security Documents and this Indenture; (iii) the assets of the Person which is merged or consolidated with or into the relevant surviving entity, shall be deemed after-acquired property for purposes of Section 11.03 and such surviving entity shall take such action as may be reasonably necessary to cause such assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in the Security Documents and this Indenture; and (iv) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and, with respect to the Officers’ Certificate only, that all conditions precedent in this Indenture relating to such transaction have been satisfied. satisfied and, with respect to the Opinion of Counsel only, that such supplemental indenture and Security Documents are legal, valid, binding and enforceable, subject to customary qualifications. (d) Notwithstanding anything to the foregoingcontrary in this Article 5, (i) the Issuer sale of the Bank Subsidiary shall not implicate the provisions of this Article 5 and (ii) a Guarantor may sell, convey sell or transfer otherwise dispose of all or substantially all of its assets to any person which is directly to, or indirectly wholly-owned by one consolidate or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate merge with or merge into any other personinto, or sell, convey or transfer all or substantially all another Person without complying with the provisions of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), this Section 5.01 so long as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Notes Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions would be permitted to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) released in connection with such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor transaction in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles the provisions of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"Section 10.02(b), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The 9.1 Covenant of Issuer may consolidate with Not to Merge, Consolidate, Sell or merge into Convey Property Except Under Certain Conditions Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation of the Issuer with, or merger of the Issuer into, any other personcorporation or corporations (whether or not affiliated with the Issuer), or sellsuccessive consolidations or mergers to which the Issuer or its successor or successors shall be a party or parties, convey shall prevent any sale, lease or transfer all conveyance of the property of the Issuer as an entirety or substantially all as an entirety, shall prevent any consolidation of its assets to any other personPerson with, without or the consent merger of any Person into, the Issuer or shall prevent any sale, lease or conveyance of the Holders property of the Notes, provided that: (w) the entity (if other than any Person as an entirety or substantially as an entirety to the Issuer) formed by or resulting from ; provided, that, and the Issuer hereby covenants and agrees, upon any such consolidation consolidation, merger, sale, lease or merger shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreementconveyance, the due and punctual payment of the principal of, of and premiuminterest, if any, and interest onon all the Securities, the 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 performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying AgentIssuer, shall be duly expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal Trustee by the corporation formed by such consolidation, or into which the Issuer shall have been merged, or which shall have acquired such property; provided, further, that the corporation formed by such consolidation or into which the Issuer merged or the Person which acquired by conveyance or sale, or which leases, the properties and Principal Paying Agentassets of the Issuer as an entirety or substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (y) provided, further, that immediately after giving effect to such transaction, and treating any indebtedness which becomes an obligation of the Issuer or a Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transaction, no 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 or happened and be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) SECTION 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Assets Except Under Certain Conditions. The Issuer may Company covenants that it shall not consolidate with or merge into any other person, entity or sell, convey or transfer all or its properties and assets substantially all of its assets as an entirety to any other person, without the consent of the Holders of the Notes, provided that: Person unless: (wi) the entity (if other than the Issuer) Person formed by or resulting from any 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 substantially as an entirety shall be a corporation, limited liability company or trust (if not the Company) organized and validly existing under the laws of the United States, States of America or any state State thereof or the District of Columbia, and shall expressly assumeassume all the obligations of the Company under the Purchase Contracts, by an amendment to this Agreement, the Fiscal Agency Remarketing Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed Pledge Agreement by one or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be more supplemental agreements in form reasonably satisfactory to the Fiscal Agent and Principal Paying the Collateral Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal Agent and Principal Paying Agent; the Collateral Agent by such successor entity, the due and punctual performance of every obligation and covenant of this Agreement on the part of the Company to be performed or observed; (yii) immediately after giving effect to such transaction, no Event of Default default and no event which, after notice or lapse of time time, or both, would become an Event of Defaulta default under this Agreement, the Purchase Contracts, the Pledge Agreement or the Remarketing Agreement, shall have occurred or and be continuing; and and (ziii) the Issuer Company has delivered to the Fiscal to the Agent and Principal Paying the Collateral Agent an officersOfficers' certificate Certificate and an opinion Opinion of counsel, Counsel each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer and such supplemental agreement comply with this Article and that all conditions precedent herein provided for relating to such transaction have been satisfiedcomplied with. Notwithstanding In the foregoing, event the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor Company is not the surviving corporation)successor of any such consolidation, merger or sale of the assets substantially as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement entirety and the Guarantee pursuant to successor is a limited liability company or trust, then the Fiscal Agency AgreementCompany or such trust or limited liability company, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance connection with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered create a corporation to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption act as a co-obligor of the obligations of the Issuer or the GuarantorPurchase Contracts, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notesand Units.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 5.1 Company Consolidation, Merger, Sale or Conveyance. (ia) The Issuer may From and after the date hereof until such time as all of the Company's payment obligations shall have been discharged, the Company shall not consolidate with or merge into any other personPerson or convey, assign, transfer or sell, convey or transfer all or lease its properties and assets substantially all of its assets as an entirety to any other personPerson, without unless: (i) in the consent of the Holders of the Notes, provided that: (w) the entity (if other than the Issuer) formed by or resulting from any such consolidation or merger shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) 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 occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating case that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may Company shall consolidate with or merge into any other personPerson or convey, assign, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or sellthat leases, convey or transfer all or substantially all of its the properties and assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), Company substantially as the case may be an entirety (the "Successor GuarantorSurviving Person"), ) shall expressly assumes, by an amendment to assume payment of amounts on all the Fiscal Agency Agreement CVRs and the Guarantee pursuant to performance of every duty and covenant of this Agreement on the Fiscal Agency Agreement, the obligations part of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions Company to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guaranteeobserved; and (wii) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) immediately after giving effect prior 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 or be continuing; and (z) the Guarantor shall have Company has delivered to the Fiscal and Principal Paying Agent Seller an officers' certificate and an opinion of counsel, each Officer's Certificate stating that the conditions precedent to such consolidation, merger, saleconveyance, conveyance transfer or transfer lease complies with this ARTICLE V and that all conditions precedent herein provided for relating to such transaction have been satisfied. In addition to the foregoing conditionscomplied with. (b) For purposes of this Section 5.1, "convey, transfer or lease its properties and assets substantially as an entirety" shall mean properties and assets contributing in the event aggregate of any such assumption at least 66.66% of the obligations of Company's and its subsidiaries' total consolidated revenues as reported in the Issuer last available periodic financial report (quarterly or the Guarantor, the Issuer or the Guarantorannual, as the case may be). (c) In the event the Company conveys, will transfers or leases its properties and assets substantially as an entirety in accordance with the terms and conditions of this Section 5.1, the Company and the Surviving Person shall be required to deliver an opinion of its counsel of recognized standing to jointly and severally liable for the effect that such assumption payment of the Issuer's or Aggregate CVR Payment Amount, if any, and the Guarantor's obligations under performance of every duty and covenant of this Agreement on the Notes or part of the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes Company to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain performed or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notesobserved.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer may consolidate Section 11.1 Company May Consolidate, Etc. Only on Certain Terms. --------------------------------------------------- Nothing contained in this Indenture or in any of the Securities of any series shall prevent any consolidation or merger of the Company with or merge into any other personcorporation or corporations or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or sell, convey shall prevent any sale or transfer all conveyance of the property of the Company as an entirety or substantially all of its assets as an entirety to any other personcorporation authorized to acquire and operate the same; provided, without however, the consent Company hereby covenants and agrees, that any such consolidation, merger, sale or conveyance shall be upon the condition that (a) immediately after such consolidation, merger, sale or conveyance, the corporation (whether the Company or such other corporation) formed by or surviving any such consolidation or merger, or to which such sale or conveyance shall have been made, shall not be in default in the performance or observance of any of the Holders terms, covenants and conditions of this Indenture to be kept or performed by the Notes, provided that: Company; (wb) the entity corporation (if other than the IssuerCompany) formed by or resulting from surviving any such consolidation or merger merger, or to which such sale or conveyance shall have been made, shall be a corporation organized and existing under the laws of the United States, States or any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, State thereof; (c) the due and punctual payment of the principal of, of (and premium, if any, ) and interest onon all of the Securities of any series, the Notes according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) 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 occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the GuarantorCompany, as the case may be, will including, without limitation, the performance of any act or obligation relating to any conversion of Securities pursuant to Article Sixteen hereof, shall be required to deliver an opinion of its counsel of recognized standing expressly assumed, by supplemental indenture, satisfactory in form to the effect that Trustee, executed and delivered to the Trustee by the corporation formed by such assumption of consolidation, or into which the Issuer's or the Guarantor's obligations under the Notes or the GuaranteeCompany, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes have been merged, or by the Holders thereofcorporation which shall have acquired such property. If at any time there shall be any consolidation or merger or sale or conveyance of property to which the covenant of this Section 11.1 is applicable, resulting in the recognition of gain or loss for such purposes or resulting then in any other material adverse tax consequences such event the successor corporation will promptly deliver to Holders of the Notes.Trustee:

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (ia) The Issuer Company may not consolidate with or merge into any other personentity or convey, transfer or sell, convey or transfer all or lease its properties and assets substantially all of its assets as an entirety to any other personentity, without the consent of the Holders of the Notes, provided that: unless: (w1) the entity (successor or transferee entity, if other than the IssuerCompany, is a Person (if such Person is not a corporation, then such successor or transferee shall include a corporate co-issuer) formed by or resulting from any such consolidation or merger shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia, Columbia and shall expressly assume, assumes by an amendment a supplemental indenture executed and delivered to the Fiscal Agency Agreement and the Notes pursuant Trustee, in form reasonably satisfactory to the Fiscal Agency AgreementTrustee, the due and punctual payment of the principal of, any premium on and premium, if any, and any interest on, on all the outstanding Notes and the due performance of every covenant and punctual performance and observance of all obligation in the covenants and conditions Indenture to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; Company; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y2) immediately after giving effect to such the transaction, no Event of Default Default, as defined in the Indenture, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or be has happened and is continuing; and and (z3) the Issuer Company has delivered to the Fiscal and Principal Paying Agent Trustee an officers' certificate Officer’s Certificate and an opinion Opinion of counsel, each Counsel stating that the conditions precedent to such consolidation, merger, saleconveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such transaction. In case of any such consolidation, merger, conveyance or transfer have been satisfied. Notwithstanding the foregoingtransfer, the Issuer may sellsuccessor entity will succeed to and be substituted for the Company as obligor on the Notes, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of with the Issuer, same effect as if it had been named in the Guarantor and their wholly-owned SubsidiariesIndenture as the Company. (iib) The No Guarantor may consolidate with or merge into any other personentity or convey, transfer or sell, convey or transfer all or lease its properties and assets substantially all of its assets as an entirety to any other personentity, without unless: (1) the consent successor or transferee entity, if not a Guarantor prior to such merger, conveyance, transfer or lease, shall be a Person organized and existing under the laws of the Holders jurisdiction under which such Subsidiary was organized or under the laws of the NotesUnited States, provided that: (v) the purchasing or transferee corporation any state thereof or the successorDistrict of Columbia, continuing or resulting corporation and expressly assumes, by a supplemental indenture, all the obligations of such Subsidiary under its Guaranty; provided, however, that the foregoing shall not apply in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under that has been, or will be as a result of the laws subject transaction, disposed of a jurisdiction in its entirety to another Person (other than to the Federal Republic Company or an affiliate of Germany (a "Successor Guarantor Jurisdiction"the Company), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(iwhether through a merger, consolidation or sale of Capital Stock or assets or (y) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws that, as a result of the jurisdiction in which the Successor Guarantor is organized; disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary; (y2) immediately after giving effect to such the transaction, no Event of Default Default, as defined in the Indenture, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or be has happened and is continuing; and and (z3) the Guarantor shall have Company has delivered to the Fiscal and Principal Paying Agent Trustee an officers' certificate Officer’s Certificate and an opinion Opinion of counsel, each Counsel stating that the conditions precedent to such consolidation, merger, saleconveyance, conveyance transfer or transfer have been satisfied. In addition to lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing conditions, in the event of any provisions relating to such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notestransaction.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer If at any time there shall be a consolidation merger, sale or conveyance to which Article ___ of the Indenture relating to the Warrant Securities applies, then in any such event the successor or assuming corporation referred to therein shall succeed to and be substituted for the Company, with the same effect, subject to such Indenture, as if it had been named herein and in the Warrant as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and the Company as the predecessor corporation may consolidate with thereupon or merge into at any other persontime thereafter be dissolved, wound up or sellliquidated. Such successor or assuming corporation thereupon may cause to be signed, convey and may issue either in its own name or transfer all in the name of the Company, any or substantially all of the Warrants issuable hereunder which theretofore shall not have been signed by the Company, and may execute and deliver Warrant Securities in its assets own name pursuant to any other personsuch Indenture, without the consent in fulfillment of its obligations to deliver Warrant Securities upon exercise of the Holders of Warrants. All the Notes, provided that: (w) Warrants so issued shall in all respects have the entity (if other than same legal rank and benefit under this Agreement as the Issuer) formed by Warrants theretofore or resulting from any such consolidation or merger shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity thereafter issued in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles the terms of equity, regardless this Agreement as though all of whether in a proceeding in equity or such Warrants had been issued at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) immediately after giving effect to such transaction, no Event date of Default and no event which, after notice or lapse the execution hereof. In any case of time or both, would become an Event of Default, shall have occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to any such consolidation, merger, salesale or conveyance, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer such changes in phraseology and form (but not in substance) may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation be made in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), Warrants thereafter to be issued as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute appropriate. The Warrant Agent may receive a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an written opinion of counsel, each stating legal counsel as conclusive evidence that the conditions precedent to any such consolidation, merger, sale, sale or conveyance or transfer have been satisfied. In addition to complies with the foregoing conditions, in the event provisions of any this Section 3.4 and such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the NotesIndenture.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer may consolidate Nothing contained in this Indenture or in any of the Senior Debt Securities shall prevent any consolidation or merger of the Company with or merge into any other personcorporation or corporations or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or sell, convey shall prevent any sale or transfer all conveyance of the property of the Company as an entirety or substantially all of its assets as an entirety to any other personcorporation authorized to acquire and operate the same; provided, without however, and the consent Company hereby covenants and agrees, that any such consolidation, merger, sale or conveyance shall be upon the condition that (a) immediately after such consolidation, merger, sale or conveyance, the corporation (whether the Company or such other corporation) formed by or surviving any such consolidation or merger, or to which such sale or conveyance shall have been made, shall not be in default in the performance or observance of any of the Holders terms, covenants and conditions of this Indenture to be kept or performed by the Notes, provided that: Company; (wb) the entity corporation (if other than the IssuerCompany) formed by or resulting from surviving any such consolidation or merger merger, or to which such sale or conveyance shall have been made, shall be a corporation organized and existing under the laws of the United States, States of America or any state thereof or the District of Columbia, thereof; and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, (c) the due and punctual payment of the principal of, of (and premium, if any, ) and interest onon all of the Senior Debt Securities, the Notes according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed performed, or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying AgentCompany, shall be duly executed expressly assumed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) 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 occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to corporation formed by such consolidation, merger, sale, conveyance or transfer into which the Company shall have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other personmerged, or sell, convey or transfer all or substantially all of its assets to any other person, without by the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumeswhich shall have acquired such property, by an amendment supplemental indenture, satisfactory in form to the Fiscal Agency Agreement Trustee, executed and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.to

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. COVENANT OF ISSUER NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation of the Issuer with, or merger of the Issuer into, any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers to which the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, lease or conveyance of the property of the Issuer as an entirety or substantially as an entirety; PROVIDED, that, and the Issuer hereby covenants and agrees, upon any such consolidation, merger, sale, lease or conveyance, the due and punctual payment of the principal of and interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Indenture and the Securities to be performed or observed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Issuer shall have been merged, or which shall have acquired such property; PROVIDED, FURTHER, that the Person formed by such consolidation or into which the Issuer is merged or the Person which acquired by conveyance or sale, or which leases, the properties and assets of the Issuer as an entirety or substantially as an entirety shall be either (i) The Issuer may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (w) the entity (if other than the Issuer) formed by or resulting from any such consolidation or merger shall be a Person organized and existing under the laws of Of the United States, any state thereof or the District of ColumbiaColumbia or (ii) a Person organized and existing under the laws of Canada, Japan, Xxxxxxxxx, Xxx Xxxxxxx, any Specified European Nation or of any political subdivision of any thereof and shall expressly assume, by an amendment such Person undertakes to pay to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual Holders of Securities any additional amounts as may be necessary in order that every net payment of the principal of, of and premiuminterest, if any, and interest onon the Securities, after withholding for or on account of any present or future tax, assessment or governmental charge imposed upon such Holder (except for a tax, assessment or charge imposed solely as a result of a connection between the Notes recipient and the jurisdiction imposing such tax assessment or charge) by reason of or as a result of such payment being made by an entity which is not a Person existing under the laws of the United States or any state thereof or the District of Columbia, will not be less than the amount provided for in the Securities to be then due and punctual performance payable; and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying AgentPROVIDED, shall be duly executed by the entity succeeding the Issuer andFURTHER, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) that immediately after giving effect to such transaction (and treating any Secured Debt or Sale and Leaseback Transaction which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred or entered into by such Person at the time of such transaction), no 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 or happened and be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer may consolidate with If at any time there shall be a consolidation merger, sale or merge into any other person, or sell, convey or transfer all or substantially all of its assets conveyance to any other person, without the consent which Article ___ of the Holders of Indenture relating to the NotesWarrant Securities applies, provided that: (w) the entity (if other than the Issuer) formed by or resulting from then in any such consolidation event the successor or merger assuming company referred to therein shall succeed to and be organized and existing under the laws of the United States, any state thereof substituted for TEL or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) 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 occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the GuarantorTEC, as the case may be, will be required with the same effect, subject to deliver an opinion of its counsel of recognized standing to such Indenture, as if it had been named herein and in the effect that such assumption of Warrant as TEL or TEC, as the Issuer's case may be; TEL or the Guarantor's obligations under the Notes or the GuaranteeTEC, as the case may be, shall not thereupon be deemed for U.S. federal income tax purposes relieved of any further obligation hereunder or under the Warrants, and TEL or TEC, as the case may be, as the predecessor company may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be a taxable exchange signed, and may issue either in its own name or in the name of TEL or TEC, as the case may be, any or all of the Notes for new Notes Warrants issuable hereunder which theretofore shall not have been signed by TEL or TEC, as the Holders thereofcase may be, resulting and may execute and deliver Warrant Securities in its own name pursuant to such Indenture, in fulfillment of its obligations to deliver Warrant Securities upon exercise of the Warrants. All the Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants had been issued at the date of the execution hereof. In any case of any such consolidation, merger, sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the recognition Warrants thereafter to be issued as may be appropriate. The Warrant Agent may receive a written opinion of gain legal counsel as conclusive evidence that any such consolidation, merger, sale or loss for conveyance complies with the provisions of this Section 3.4 and such purposes or resulting in any other material adverse tax consequences to Holders of the NotesIndenture.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer may consolidate 9.1 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 merge into any other personcorporation or corporations (whether or not affiliated with the Company), or sellsuccessive consolidations or mergers, convey in which the Company or transfer its successor or successors will be a party or parties, or shall prevent any sale or conveyance of all or substantially all the properties and assets of the Company and its assets Subsidiaries as an entirety to any other personPerson (whether or not affiliated with the Company) authorized to acquire and operate the same; PROVIDED, without HOWEVER, that immediately after giving effect to such transaction, no Default or Event of Default with respect to any series of Securities will have occurred and be continuing; and PROVIDED, further, that upon any such consolidation, merger, sale or conveyance, other than a consolidation or merger in which the consent Company is the continuing corporation, the due and punctual payment of the Holders principal or interest on all of the NotesSecurities and Coupons, provided that: (w) according to their tenor, and the entity due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, will be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation (if other than the IssuerCompany) formed by such consolidation, or resulting from any into which the Company has been merged, or which will have acquired such consolidation or merger shall property; and PROVIDED, FURTHER, that such corporation will be organized and existing incorporated under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) 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 occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoingfirst proviso in this paragraph, the Issuer Company may sell, convey merge or transfer all consolidate any Restricted Subsidiary into or substantially all of its assets to with the Company or any person which is directly other direct or indirectly indirect wholly-owned by one or more Restricted Subsidiary of the Issuer, the Guarantor and their wholly-owned SubsidiariesCompany. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) Section 9.1. Company May Consolidate, etc., on Certain Terms. The Issuer Company may consolidate with or merge into any other person, or sell, transfer, lease or otherwise convey or transfer all or substantially all of its assets on a consolidated basis to any Person, or consolidate or merge with or into, any other personPerson, without provided that in any such case, (a) either (i) the consent Company shall be the continuing corporation, or (ii) if the Company is not the continuing corporation, the successor corporation or Person which acquires by sale, transfer, lease or other conveyance all or substantially all of the Holders assets of the NotesCompany, provided that: (w) the entity (if other than the Issuer) formed by or resulting from any such consolidation or merger shall be a corporation organized and validly existing under the laws of the United States, States of America or any state thereof or the District of Columbia, Columbia and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, assume the due and punctual payment of the principal of, and premium, if any, and interest on(including Additional Sums and Compound Interest) on all of the Debentures according to their tenor, the Notes and the due and punctual performance and observance of all of the covenants covenants, agreements and conditions of this Amended and Restated Indenture to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably Company by supplemental indenture satisfactory to the Fiscal Trustee, executed and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; Trustee by such corporation or entity, by amendment thereto, (yb) immediately after giving effect to such transactionmerger or consolidation, or such sale, transfer, lease or other conveyance, no 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 or and be continuing; and , (zc) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counselso long as there remain outstanding any Non-Convertible Debentures, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) immediately after giving effect to such transactiontransaction (or series of transactions), no Event the Consolidated Net Worth of Default the Company (or the successor company thereto under this Amended and no event whichRestated Indenture) is equal to or greater than that of the Company immediately prior to the transaction (or series of transactions), after notice or lapse of time or both, would become an Event of Default, shall have occurred or be continuing; and (zd) the Guarantor shall have Company has delivered to the Fiscal and Principal Paying Agent Trustee an officersOfficers' certificate Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer requirements of this Section have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notescomplied with.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The COVENANT OF ISSUER NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation of the Issuer may consolidate with with, or merge into merger of the Issuer into, any other personcorporation or corporations (whether or not affiliated with the Issuer), or sellsuccessive consolidations or mergers to which the Issuer or its successor or successors shall be a party or parties, convey shall prevent any sale, lease or transfer all conveyance of the property of the Issuer as an entirety or substantially all as an entirety, shall prevent any consolidation of its assets to any other personPerson with, without or the consent merger of any Person into, the Issuer or shall prevent any sale, lease or conveyance of the Holders property of the Notes, provided that: (w) the entity (if other than any Person as an entirety or substantially as an entirety to the Issuer) formed by or resulting from ; provided, that, and the Issuer hereby covenants and agrees, upon any such consolidation consolidation, merger, sale, lease or merger shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreementconveyance, the due and punctual payment of the principal of, of and premiuminterest, if any, and interest onon all the Securities, the 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 performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying AgentIssuer, shall be duly expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal Trustee by the corporation formed by such consolidation, or into which the Issuer shall have been merged, or which shall have acquired such property; provided, further, that the corporation formed by such consolidation or into which the Issuer merged or the Person which acquired by conveyance or sale, or which leases, the properties and Principal Paying Agentassets of the Issuer as an entirety or substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (y) provided, further, that immediately after giving effect to such transaction, and treating any indebtedness which becomes an obligation of the Issuer or a Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transaction, no 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 or happened and be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counselprovided, each stating that the conditions precedent to such consolidationfurther, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation)if, as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event result of any such assumption of the obligations consolidation or merger or such conveyance, transfer or lease, properties or assets of the Issuer would become subject to a mortgage, pledge, lien, security interest or the Guarantorother encumbrance which would not be permitted by this Indenture, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's successor corporation or the Guarantor's obligations under the Notes or the GuaranteePerson, as the case may be, shall not take such steps as shall be deemed for U.S. federal income tax purposes necessary effectively to be a taxable exchange of secure the Notes for new Notes by the Holders thereof, resulting in the recognition of gain Securities equally and ratably with (or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notesprior to) all indebtedness secured thereby.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) Section 8.1 Consolidations and Mergers of Company Permitted Subject to Certain Conditions. The Issuer may Company shall not consolidate with or merge into any other personPerson or convey, transfer or sell, convey or transfer all or lease its properties and assets substantially all of its assets as an entirety to any other personPerson, without and the consent of Company shall not permit any Person to consolidate with or merge into the Holders of Company or convey, transfer or lease its properties and assets substantially as an entirety to the NotesCompany, provided that: unless: (wa) in case the entity (if other than Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Issuer) Person formed by or resulting from any such consolidation or merger shall be organized into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and existing under the laws assets of the United States, any state thereof or the District of Columbia, and Company substantially as an entirety shall expressly assume, by an amendment indenture supplemental hereto, executed and delivered to the Fiscal Agency Agreement and the Notes pursuant Trustee, in form reasonably satisfactory to the Fiscal Agency AgreementTrustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interest on, on all the Notes Securities and the due and punctual performance and or observance of all every covenant of this Indenture on the covenants and conditions part of the Company to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; observed; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (yb) immediately after giving effect to such transaction, no 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 or and be continuing; and and (zc) the Issuer Company has delivered to the Fiscal and Principal Paying Agent Trustee an officers' certificate Officer's Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, merger, saleconveyance, conveyance transfer or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor lease and, when so executed, shall constitute if a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor supplemental indenture is required in accordance connection with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) immediately after giving effect to such transaction, no Event of Default such supplemental indenture comply with this Article and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the all conditions precedent herein provided for relating to such consolidation, merger, sale, conveyance or transfer transaction have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notescomplied with.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer may Company shall not consolidate with or merge into any other personPerson (whether or not affiliated with the Company), or sellconvey, convey transfer or transfer all lease its properties and assets as an entirety or substantially all of its assets as an entirety to any other personPerson (whether or not affiliated with the Company), without and the consent of Company shall not permit any other Person (whether or not affiliated with the Holders of Company) to consolidate with or merge into the NotesCompany or convey, provided that: transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company, unless: (w1) in case the entity (if other than Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Issuer) Person formed by or resulting from any such consolidation or merger into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company as an entirety or substantially as an entirety shall be a corporation organized and existing under the laws of the United StatesSates of America, any state thereof or the District of Columbia, Columbia and shall expressly assume, by an amendment indenture (or indentures, if it such time there is more than one Trustee) supplemental hereto, executed by the successor Person and delivered to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, Trustee the due and punctual payment of the principal of, and premium, if any, of any premium and interest on, on the Notes Securities and the due performance of every obligation in this Indenture and punctual performance and observance the outstanding Securities on the part of all the covenants and conditions Company to be performed or be observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity provide for conversion or exchange rights in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and the provisions of the Securities of any series that are convertible or exchangeable into common stock or other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; securities; (y2) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transactions as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default and no or event which, after notice or lapse of time time, or both, would become an Event of Default, shall have occurred or and be continuing; and and (z3) either the Issuer has Company or the successor Person shall have delivered to the Fiscal and Principal Paying Agent Trustee an officersOfficers' certificate Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, merger, saleconveyance, conveyance transfer or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor lease and, when so executed, shall constitute if a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor supplemental indenture is required in accordance connection with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) immediately after giving effect to such transaction, no Event of Default such supplemental indenture comply with this Article and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the all conditions precedent herein provided for relating to such consolidation, merger, sale, conveyance or transfer transaction have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notescomplied with.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) SECTION 10.01. The Issuer may Company shall not consolidate with or merge into any other personPerson or convey, transfer or sell, convey or transfer all or lease its properties and assets substantially all of its assets as an entirety to any Person, and the Company shall not permit any other personPerson to consolidate with or merge into the Company or convey, without transfer or lease its properties and assets substantially as an entirety to the consent of Company, unless: (a) in case the Holders of Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Notes, provided that: (w) the entity (if other than the Issuer) Person formed by or resulting from any such consolidation or merger into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation organized and existing under the laws of the United StatesStates of America, any state State thereof or the District of Columbia, Columbia 88 74 and shall expressly assume, by an amendment indenture supplemental hereto, executed and delivered to the Fiscal Agency Agreement and the Notes pursuant Trustee, in form satisfactory to the Fiscal Agency AgreementTrustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interest on, on all the Notes Debentures and the due performance of every covenant and punctual performance and observance obligation of all this Indenture on the covenants and conditions part of the Company to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; observed; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (yb) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no 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 or happened and be continuing; and and (zc) if a supplemental indenture is required in connection with such transaction, the Issuer has Company shall have delivered to the Fiscal and Principal Paying Agent Trustee an officersOfficers' certificate Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, merger, saleconveyance, conveyance transfer or transfer lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiariescomplied with. (ii) The Guarantor may consolidate SECTION 10.02. Upon any consolidation by the Company with or merge merger by the Company into any other personPerson or any conveyance, transfer or sell, convey or transfer all or substantially all of its assets to any other person, without the consent lease of the Holders properties and assets of the NotesCompany substantially as an entirety in accordance with Section 10.01, provided that: (v) the purchasing successor Person formed by such consolidation or transferee corporation into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the successorCompany under this Indenture with the same effect as if such successor Person had been named as the Company herein, continuing or resulting corporation and thereafter, except in the case of a merger or consolidation (if such lease, the Guarantor is not the surviving corporation), as the case may predecessor Person shall be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement relieved of all obligations and covenants under this Indenture and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfiedDebentures. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.89 75

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (a) The Company may not (i) The Issuer may consolidate with or merge into any other personentity or (ii) convey, transfer or sell, convey or transfer lease all or substantially all of its the properties and assets to any other person, without the consent of the Holders of the NotesCompany and its subsidiaries taken as a whole, provided that: unless: (w1) the entity (Company is the successor entity, or the successor or transferee entity, if other than the IssuerCompany, is a Person (if such Person is not a corporation, then such successor or transferee shall include a corporate co-issuer) formed by or resulting from any such consolidation or merger shall be organized and existing under the laws of the United StatesStates of America, any state State thereof or the District of Columbia, and shall expressly assume, assumes by an amendment a supplemental indenture executed and delivered to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency AgreementTrustee, the due and punctual payment of the principal of, any premium on and premium, if any, and any interest on, on all the outstanding Notes and the due performance of every covenant and punctual performance and observance of all the covenants and conditions obligation in this Indenture to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; Company; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y2) immediately after giving effect to such the transaction, no Event of Default Default, as defined in this Indenture, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or be has happened and is continuing; and and (z3) the Issuer Company has delivered to the Fiscal and Principal Paying Agent Trustee an officers' certificate Officer’s Certificate and an opinion Opinion of counselCounsel, each in the form required by this Indenture and stating that the conditions precedent to such consolidation, merger, saleconveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such transaction, and constitutes the legal, valid and binding obligation of the Company or successor entity, as applicable, subject to customary exceptions. In case of any such consolidation, merger, conveyance or transfer have been satisfied. Notwithstanding the foregoing(but not lease), the Issuer may sellsuccessor entity will succeed to and be substituted for the Company as obligor on the Notes, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of with the Issuer, same effect as if it had been named in this Indenture as the Guarantor and their wholly-owned SubsidiariesCompany. (iib) The No Guarantor may consolidate with or merge into any other personentity, unless: (1) the Company or sella Guarantor is the successor entity or the successor or transferee entity, convey if not such Guarantor prior to such consolidation or transfer all or substantially all of its assets to any other personmerger, without shall be a Person organized and existing under the consent laws of the Holders jurisdiction under which such Guarantor was organized or under the laws of the NotesUnited States of America, provided that: (v) the purchasing or transferee corporation any State thereof or the successorDistrict of Columbia, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), and expressly assumes, by an amendment a supplemental indenture executed and delivered to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency AgreementTrustee, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying AgentTrustee, shall be duly executed by all the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement obligations of such Successor GuarantorGuarantor under its Guarantee; provided, enforceable against such Successor however, that the foregoing shall not apply in the case of a Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under that has been, or will be as a result of the laws subject transaction, disposed of a jurisdiction in its entirety to another Person (other than to the Federal Republic Company or an Affiliate of Germany (a "Successor Guarantor Jurisdiction"the Company), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(iwhether through a merger or consolidation or (y) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws that, as a result of the jurisdiction in which the Successor Guarantor is organized; disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary; (y2) immediately after giving effect to such the transaction, no Event of Default Default, as defined in this Indenture, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or be has happened and is continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.and

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. 6.1 Effect of Merger or Consolidation (ia) The Issuer may Except as contemplated by the Merger, the Company will not consolidate with or merge into any other personPerson or convey, transfer or sell, convey or transfer all or lease its properties and assets substantially all of its assets as an entirety to any other personPerson, without the consent of the Holders of the Notes, provided that: unless: (wi) the entity (if other than the Issuer) Person formed by or resulting from any such consolidation or merger shall be organized into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and existing under the laws assets of the United States, any state thereof or Company substantially as an entirety (the District of Columbia, “Surviving Person”) expressly assumes payment (if and shall expressly assume, by an amendment to the Fiscal Agency Agreement extent required hereunder) of amounts on all the CVRs and the Notes pursuant to performance of every duty and covenant of this Agreement on the Fiscal Agency Agreement, the due and punctual payment part of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions Company to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notesobserved; and (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) 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 occurred or be continuing; and (zii) the Issuer Company has delivered to the Fiscal Holder Representative and Principal Paying the Rights Agent an officers' certificate and an opinion of counselOfficer’s Certificate, each stating that the conditions precedent to such consolidation, merger, saleconveyance, conveyance transfer or transfer lease complies with this Article VI and that all conditions precedent herein provided for relating to such transaction have been satisfied. complied with. (b) In the event the Company conveys, transfers or leases its properties and assets substantially as an entirety in accordance with the terms and conditions of this Section 6.1, the Surviving Person will be liable for the payment of the CVR Payment Amount and the performance of every duty and covenant of this Agreement on the part of the Company to be performed or observed. (c) Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger event the Company conveys, transfers or consolidation (if the Guarantor is not the surviving corporation), leases its properties and assets substantially as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor entirety in accordance with its termsthe terms and conditions of this Section 6.1 or a Change of Control shall occur, subject then the Company will have the right to applicable bankruptcypurchase all, insolvencybut not less than all, reorganizationof the outstanding CVRs for an amount equal to their then fair market value as determined in good faith by an independent third party appraisal firm retained by the Company. Within sixty (60) calendar days after distribution by the Rights Agent of the purchase price for the CVRs as determined in accordance with the terms of this Section 6.1(c), moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in the Holder Representative may deliver a proceeding in equity or at law, and shall be delivered written notice to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under Company specifying that the laws of a jurisdiction other than Holder Representative objects to the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws determination of the jurisdiction purchase price for the CVRs as determined in which accordance with the Successor Guarantor is organized; (y) immediately after giving effect to terms of this Section 6.1(c). Any dispute arising from 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 or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, objection will be required to deliver an opinion of its counsel of recognized standing to resolved in accordance with the effect that such assumption of procedure set forth in Section 8.10, which decision will be binding on the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by parties hereto and every Holder (including the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notesnot participating therein).

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) SECTION 10.1 ISSUER MAY NOT MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY. The Issuer may not consolidate with with, or merge into into, any other personPerson (whether or not affiliated with the Issuer), or sell, lease or convey or transfer all the property of the Issuer as an entirety or substantially all of its assets to any other personas an entirety, without the consent of the Holders of the Notes, provided that: unless: (wa) the entity (if other than the Issuer) formed by or resulting from any such consolidation or merger into which the Issuer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Issuer substantially as an entirety shall be a statutory trust organized in series under the laws of the State of Delaware or a corporation or other entity organized and existing under the laws of the United States, States of America or any state thereof State or the District of Columbia, and shall expressly assume, by an amendment a Supplemental Indenture, executed and delivered to the Fiscal Agency Agreement and the Notes pursuant Indenture Trustee, in form satisfactory to the Fiscal Agency AgreementIndenture Trustee, the due and punctual payment of the principal of, and premium, if any, any premium and interest on, and any Additional Amounts with respect to, all the Notes and the due and punctual performance and observance of all every covenant of this Indenture on the covenants and conditions part of the Issuer to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; observed; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (yb) immediately after giving effect to such transaction, no Event of Default Default, and no event which, after notice or lapse of time time, or both, would become an Event of Default, shall have occurred or happened and be continuing; (c) the Issuer has received written confirmation from any rating agency then rating any Notes at the request of the Issuer that such consolidation, merger, conveyance or transfer shall not cause the rating on the then outstanding Notes to be downgraded or withdrawn; and and (zd) the Issuer has delivered to the Fiscal and Principal Paying Agent Indenture Trustee an officers' certificate Issuer's Certificate and an opinion Opinion of counsel, Counsel each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer and such Supplemental Indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiariescomplied with. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) Section 11.01. The Issuer may Company covenants that it will not merge or consolidate with or merge into any other person, corporation or sell, sell or convey or transfer all or substantially all of its assets to any other person, without firm or corporation, except that the consent Company may merge or consolidate with, or sell or convey all or substantially all of the Holders of the Notesits assets to, any other corporation, provided that: that (wi) the entity Company shall be the continuing corporation or the successor corporation (if other than the IssuerCompany) formed by or resulting from any such consolidation or merger shall be a corporation organized and existing under the laws of the United States, any state States of America or a State thereof or the District of Columbia, and such corporation shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, assume the due and punctual payment of the principal of, of and premium, if any, any premium and interest onon all the Debt Securities, the 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 performed or observed by the Issuer pursuant to Company and (ii) the Fiscal Agency Agreement Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition and no event which with the lapse of time, the giving of notice or both would constitute an Event of Default shall have occurred and be continuing. For purposes of this Section 11.01, "substantially all of its assets" shall mean, at any date, a portion of the non-current assets reflected in the Company's consolidated balance sheet as of the end of the most recent quarterly period that represents at least sixty-six and two-thirds percent (66-2/3%) of the total reported value of such assets. Section 11.02. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation of the obligations under this Indenture and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity Debt Securities in accordance with its termsSection 11.01, subject such successor corporation shall succeed to applicable bankruptcyand be substituted for the Company, insolvencywith the same effect as if it had been named herein as a party hereto, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally the Company shall thereupon be relieved of any further obligations or liabilities hereunder and to general principles of equity, regardless of whether in a proceeding in equity upon the Debt Securities and the Company as the predecessor corporation may thereupon or at lawany time thereafter be dissolved, wound-up or liquidated. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the predecessor corporation, any or all of the Debt Securities issuable hereunder which theretofore shall be not have been signed by the Company and delivered to the Fiscal Trustee and, upon the order of such successor corporation, instead of the Company, and Principal Paying Agent; (y) immediately after giving effect subject to such transactionall the terms, no Event of Default conditions and no event whichlimitations in this Indenture prescribed, after notice or lapse of time or both, would become an Event of Default, the Trustee shall authenticate and shall deliver any Debt Securities which previously shall have occurred or been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt Securities which such successor corporation thereafter shall cause to be continuing; signed and (z) the Issuer has delivered to the Fiscal Trustee for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and Principal Paying Agent an officers' certificate benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale or conveyance such changes in phraseology and an opinion form (but not in substance) may be made in the Debt Securities thereafter to be issued as may be appropriate. Section 11.03. If, upon any such consolidation, merger, sale or conveyance, or upon any acquisition by the Company, by purchase or otherwise of counselall or any part of the property of any other corporation, each stating that any property of the conditions precedent Company, owned immediately prior thereto would thereupon become subject to any mortgage, lien, pledge, charge or encumbrance, the Company, prior to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding acquisition, will secure the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to Debt Securities (equally and ratably with any person which is directly or indirectly wholly-owned by one or more other indebtedness of the IssuerCompany then entitled thereto) by a lien on all such property of the Company, the Guarantor prior to all liens, charges and their wholly-owned Subsidiariesencumbrances other than any theretofore existing thereon. (ii) Section 11.04. The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its termsTrustee, subject to applicable bankruptcythe provisions of Sections 7.01 and 7.02, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles may receive an Opinion of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay Counsel as conclusive evidence that any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, salesale or conveyance, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of and any such assumption assumption, complies with the provisions of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notesthis Article Eleven.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer may Borrower agrees that during the term of this Agreement it will maintain its corporate existence, will continue to be a [limited liability company organized for nonprofit purposes] and duly qualified to do business in the State, will not merge or consolidate with or merge into any other personwith, or sellsell or convey, convey or transfer except as provided in Section 8.11 hereof, all or substantially all of its assets to, any Person unless the provisions of (a) and (b) below have been met: (a) with respect to any other person, without Borrower; (i) no Event of Default has occurred and is continuing and (ii) Borrower first acquires the consent of the Holders of the Notes, provided that: (w) the entity (if other than the Issuer) formed by or resulting from any Authority to such consolidation or merger shall be organized transaction and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment provides to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment Trustee notice of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance its intent at least 90 days in advance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) 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 occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, salesale or conveyance; (iii) Borrower shall provide the Authority and the Trustee with an opinion of Bond Counsel acceptable to the Authority to the effect that such merger, conveyance consolidation, sale or conveyance, would not adversely affect the validity of any of the Bonds, the exclusion from gross income for federal income tax purposes of interest on any tax-exempt Bonds, or the status of the Series 2013 Bonds as Qualified School Construction Bonds; (iv) Borrower shall provide the Authority and the Trustee with an Opinion of Counsel to the Borrower (which may be rendered in reliance upon the Opinion of Counsel to such other corporation), stating that none of the other corporations which are a party to such consolidation, merger or transfer have been satisfiedhas any pending litigation other than that arising in the ordinary course of business or, has any pending litigation which might reasonably result in a substantial adverse judgment. Notwithstanding For the foregoingpurposes of the preceding sentence, the Issuer may sellterm “substantial adverse judgment” shall mean a judgment in an amount which exceeds the insurance or reserves therefor by a sum which is more than 2% of the aggregate net worth of the resulting, convey surviving or transferee corporation immediately after the consummation of such consolidation, merger or transfer all and after giving effect thereto; (v) The Borrower, in the case of a consolidation, merger, sale or substantially all of its assets conveyance, shall provide evidence to any person which the Trustee and the Authority that the entity will continue to cause the Project to be operated as a charter school in accordance with the Charter School Law, as amended and that the entity is directly or indirectly wholly-owned by one or more of entitled to receive payments under the Issuer, the Guarantor and their wholly-owned SubsidiariesLease. (iib) The Guarantor may consolidate and, with or merge into any other person, or sell, convey or transfer all or substantially all respect to the acquirer of its such assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing entity with which it shall be consolidated or the resulting corporation entity in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor"): (i) the Successor Guarantor"), expressly assumes, by an amendment to shall assume in writing the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by of this Agreement; and (ii) the Guarantor pursuant Successor shall deliver to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws Trustee within 30 days of the jurisdiction in which the Successor Guarantor is organized; (y) immediately after giving effect to close of such transaction, no Event copies of Default and no event whichall documents executed in connection therewith, after notice or lapse one document of time or both, would become which shall include an Event Opinion of Default, shall have occurred or be continuing; and (z) the Guarantor shall have delivered Counsel to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating Borrower that the all conditions precedent to such consolidation, merger, sale, conveyance or transfer in this Agreement have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the satisfied and that all liabilities and obligations of the Issuer or Borrower under the GuarantorBorrower Documents shall become obligations of the Successor; provided, however, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, Borrower shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of released from the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notessame.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) Section 4.01. Company May Consolidate, etc., on Certain Terms. Section 11.01 of the Original Indenture is hereby deleted and replaced by the following: The Issuer may Company covenants that it will not merge or consolidate with or merge into any other person, Person or sell, convey convey, transfer, lease or transfer otherwise dispose of all or substantially all of its property and assets to any Person (other personthan a consolidation with or merger with or into or a sale, without the consent conveyance, transfer, lease or other disposition to a Wholly-Owned Subsidiary with a positive net worth; provided that, in connection with any such merger of the Holders Company with a Wholly-Owned Subsidiary, no consideration (other than common stock) in the surviving person or the Company shall be issued or distributed to the stockholders of the NotesCompany), provided that: unless (wi) either (x) the entity Company shall be the continuing corporation, or the successor corporation or (y) the Person formed by such consolidation or into which the Company is merged or that acquires by sale or conveyance substantially all the assets of the Company (if other than the IssuerCompany) formed by or resulting from any such consolidation or merger shall be a corporation or limited liability company organized and validly existing under the laws of the United States, States of America or any state jurisdiction thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, assume the due and punctual payment of the principal of, and premium, if any, of and interest onon all the Securities, the 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 performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably Company, by supplemental indenture satisfactory to the Fiscal Trustee, executed and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; Trustee by such Person, (yii) immediately after giving effect to such transaction, no default or Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or and be continuing; continuing and (ziii) the Issuer has delivered Company delivers to the Fiscal Trustee an Officers' Certificate and Principal Paying Agent an officers' certificate and an opinion Opinion of counselCounsel, in each case stating that the conditions precedent to such consolidation, merger, sale, conveyance merger or transfer and such supplemental indenture complies with this Section 11.01 and that all conditions precedent provided for herein relating to such transaction have been satisfied. Notwithstanding the foregoingcomplied with; provided, the Issuer may sellhowever, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditionslimitations shall not apply if, in the event good faith determination of the Board of Directors, whose determination shall be evidenced by a board resolution certified to the Trustee, the principal purpose of such transaction is to change the state of incorporation of the Company; and provided further that any such assumption transaction shall not have as one of its purposes the evasion of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notesforegoing limitations.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer may Tenant agrees that during the term of this Lease it will maintain its corporate existence, will continue to be a not- for-profit corporation duly qualified to do business in the State, will not merge or consolidate with or merge into any other personwith, or sellsell or convey, convey or transfer except as provided herein, all or substantially all of its assets interest in the corporation to any other personPerson unless (i) no Event of Default has occurred and is continuing, without (ii) it provides to the consent Landlord notice of the Holders its intent at least 90 days in advance of the Notessuch consolidation, provided that: merger, sale or conveyance, and (wiii) the entity acquiring the Tenant’s interest in the Lease Premises shall: (if other than a) assume in writing the Issuer) formed by or resulting from any such consolidation or merger shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by of this Lease; (b) provide the Issuer pursuant Landlord with an Opinion of Counsel to the Fiscal Agency Agreement and Tenant (which may be rendered in reliance upon the Notes; (x) Opinion of Counsel to such amendment shall be other corporation), stating that none of the other entities that are a party to such consolidation, merger or transfer has any pending litigation other than that arising in form the ordinary course of business, or has any pending litigation that might reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether result in a proceeding substantial adverse judgment. For the purposes of the preceding sentence, the term "substantial adverse judgment" shall mean a judgment in equity an amount that exceeds the insurance or at lawreserves therefor by a sum that is more than 2 percent of the aggregate net worth of the resulting, and shall be delivered to the Fiscal and Principal Paying Agent; (y) surviving or transferee corporation immediately after giving effect to such transaction, no Event the consummation of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer and after giving effect thereto; (c) deliver to the Landlord within 30 days of the close of such transaction, copies of all documents executed in connection therewith, one document of which shall include an Opinion of Counsel that all conditions herein have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer satisfied and that all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor liabilities and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor Tenant under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment Tenant Documents shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantornew entity; provided, however, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, Tenant shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.released from same;

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The SECTION 9.01. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. So long as Debt Securities are outstanding, the Issuer may shall not consolidate with or merge into any other personcorporation or convey, transfer or sell, convey or transfer all lease its properties and assets as an entirety or substantially all of its assets as an entirety to any other personPerson, without the consent of the Holders of the Notes, provided that: unless: (wa) the entity (if other than the Issuer) corporation formed by or resulting from any such consolidation or merger into which the Issuer is merged or which purchases or acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer as an entirety or substantially as an entirety, shall be a corporation organized and existing under the laws of the United StatesStates of America, any state State thereof or the District of Columbia; (b) upon any such consolidation, and shall expressly assumemerger, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreementsale, lease or conveyance, the due and punctual payment of the principal of, and premium, if any, and interest onon all the Debt Securities, the 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 performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying AgentIssuer, shall be duly expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying AgentTrustee, by the corporation formed by such consolidation, or into which the Issuer shall have been merged, or which shall have acquired such property; and (yc) immediately after giving effect to such transaction, no Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have occurred or and be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer If at any time there shall be a consolidation merger, sale or conveyance to which Article [__] of the Indenture relating to the Warrant Securities applies, then in any such event the successor or assuming corporation referred to therein shall succeed to and be substituted for the Company, with the same effect, subject to such Indenture, as if it had been named herein and in the Warrant as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and the Company as the predecessor corporation may consolidate with thereupon or merge into at any other persontime thereafter be dissolved, wound up or sellliquidated. Such successor or assuming corporation thereupon may cause to be signed, convey and may issue either in its own name or transfer all in the name of the Company, any or substantially all of the Warrants issuable hereunder which theretofore shall not have been signed by the Company, and may execute and deliver Warrant Securities in its assets own name pursuant to any other personsuch Indenture, without the consent in fulfillment of its obligations to deliver Warrant Securities upon exercise of the Holders of Warrants. All the Notes, provided that: (w) Warrants so issued shall in all respects have the entity (if other than same legal rank and benefit under this Agreement as the Issuer) formed by Warrants theretofore or resulting from any such consolidation or merger shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity thereafter issued in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles the terms of equity, regardless this Agreement as though all of whether in a proceeding in equity or such Warrants had been issued at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) immediately after giving effect to such transaction, no Event date of Default and no event which, after notice or lapse the execution hereof. In any case of time or both, would become an Event of Default, shall have occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to any such consolidation, merger, salesale or conveyance, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer such changes in phraseology and form (but not in substance) may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation be made in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), Warrants thereafter to be issued as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute appropriate. The Warrant Agent may receive a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an written opinion of counsel, each stating legal counsel as conclusive evidence that the conditions precedent to any such consolidation, merger, sale, sale or conveyance or transfer have been satisfied. In addition to complies with the foregoing conditions, in the event provisions of any this Section 3.4 and such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the NotesIndenture.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) Company or Parent Guarantor May Consolidate, etc., on Certain Terms. The Issuer may Company and the Parent Guarantor each covenant that it will not merge or consolidate with or merge into any other person, corporation or sell, sell or convey or transfer all or substantially all of its assets to any other personPerson unless (i) either the Company or the Parent Guarantor, without as applicable, shall be the consent of continuing corporation, or the Holders of the Notes, provided that: (w) the entity successor corporation (if other than the IssuerCompany or the Parent Guarantor) formed by or resulting from any such consolidation or merger shall be be, in the case of the Company, a corporation organized and existing under the laws of the United States, any state States of America or a State thereof or the District of ColumbiaColumbia or, in the case of the Parent Guarantor, a corporation, company, partnership or trust, and shall expressly assume, by an amendment to in the Fiscal Agency Agreement and case of the Notes pursuant to the Fiscal Agency AgreementCompany, the due and punctual payment of the principal of, and premium, if any, of and interest onon all the Securities, the 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 performed by the Company or, in the case of the Parent Guarantor, the due and punctual payment of all payment obligations under the Guarantee and the performance of every other covenant of this Indenture on the part of the Parent Guarantor to be performed or observed observed, by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably supplemental indenture satisfactory to the Fiscal Trustee, executed and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) immediately after giving effect to Trustee by such transactioncorporation, 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 or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with the Company or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving such successor corporation), as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not not, immediately after such merger or consolidation, or such sale or conveyance, be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in default in the recognition performance of gain any such covenant or loss for condition, and (iii) in the case of Securities of a series issued to an Aon Trust, such purposes consolidation, merger, sale or resulting in conveyance is permitted under the relevant Trust Agreement and Aon Guarantee and does not give rise to any other material adverse tax consequences to Holders breach or violation of the Notessuch Trust Agreement or Aon Guarantee.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (i) The Issuer If at any time there shall be a consolidation merger, sale or conveyance to which Article of the Indenture relating to the Warrant Securities applies, then in any such event the successor or assuming corporation referred to therein shall succeed to and be substituted for the Company, with the same effect, subject to such Indenture, as if it had been named herein and in the Warrant as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and the Company as the predecessor corporation may consolidate with thereupon or merge into at any other persontime thereafter be dissolved, wound up or sellliquidated. Such successor or assuming corporation thereupon may cause to be signed, convey and may issue either in its own name or transfer all in the name of the Company, any or substantially all of the Warrants issuable hereunder which theretofore shall not have been signed by the Company, and may execute and deliver Warrant Securities in its assets own name pursuant to any other personsuch Indenture, without the consent in fulfillment of its obligations to deliver Warrant Securities upon exercise of the Holders of Warrants. All the Notes, provided that: (w) Warrants so issued shall in all respects have the entity (if other than same legal rank and benefit under this Agreement as the Issuer) formed by Warrants theretofore or resulting from any such consolidation or merger shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes pursuant to the Fiscal Agency Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the entity succeeding the Issuer and, when so executed, shall constitute a valid and legally binding agreement of such entity succeeding the Issuer, enforceable against such entity thereafter issued in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles the terms of equity, regardless this Agreement as though all of whether in a proceeding in equity or such Warrants had been issued at law, and shall be delivered to the Fiscal and Principal Paying Agent; (y) immediately after giving effect to such transaction, no Event date of Default and no event which, after notice or lapse the execution hereof. In any case of time or both, would become an Event of Default, shall have occurred or be continuing; and (z) the Issuer has delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to any such consolidation, merger, salesale or conveyance, conveyance or transfer have been satisfied. Notwithstanding the foregoing, the Issuer such changes in phraseology and form (but not in substance) may sell, convey or transfer all or substantially all of its assets to any person which is directly or indirectly wholly-owned by one or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate with or merge into any other person, or sell, convey or transfer all or substantially all of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation be made in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), Warrants thereafter to be issued as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute appropriate. The Warrant Agent may receive a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an written opinion of counsel, each stating legal counsel as conclusive evidence that the conditions precedent to any such consolidation, merger, sale, sale or conveyance or transfer have been satisfied. In addition to complies with the foregoing conditions, in the event provisions of any this Section 3.4 and such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the NotesIndenture.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. (ia) The Issuer may not consolidate with or merge into any other personPerson or convey, transfer or sell, convey or transfer all or lease substantially all of its properties and assets in one or more related transactions to any other person, without Person unless: (i) the consent Person acquiring the assets of the Holders of Issuer in any such sale or other disposition or the Notes, provided that: (w) the entity (if other than the Issuer) Person formed by or resulting from surviving any such consolidation or merger shall be is a corporation, limited liability company or limited partnership organized and existing under the laws of the United States, any States or a state thereof (the Issuer or such Person, as the District of Columbiacase may be, being herein called the “Successor Issuer”) and shall (if such Person is not the Issuer) expressly assume, by an amendment to the Fiscal Agency Agreement and the Notes assumes pursuant to the Fiscal Agency Agreementa supplemental indenture, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes and the due and punctual performance and observance of all the covenants and conditions to be performed or observed by the Issuer pursuant to the Fiscal Agency Agreement and the Notes; (x) such amendment shall be in form reasonably satisfactory to the Fiscal Trustee, all the obligations of the Issuer under the Notes and Principal Paying Agentthis Indenture; provided, that if such Person is not a corporation, a corporate co-issuer that is organized and existing under the laws of the United States or a state thereof shall be added to this Indenture by executing and delivering a supplemental indenture, in form reasonably satisfactory to the Trustee; (ii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing; and (iii) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture (if any) comply with this Indenture. The Successor Issuer (if other than the Issuer) shall succeed to, and be substituted for, the Issuer under this Indenture and the Notes, and the Issuer shall automatically be released and discharged from its obligations under this Indenture, the Notes and the Security Documents without any further action required by any party other than as expressly set forth in this Indenture. Any sale or conveyance of assets of one or more Subsidiaries of the Issuer (other than to the Issuer or any Guarantor), which, if such assets were owned by the Issuer would constitute, either alone or together with the sale or conveyance of assets of the Issuer in any related transaction, all or substantially all of the consolidated assets of the Issuer and its Subsidiaries taken as a whole, shall be duly executed by deemed to be the entity succeeding transfer of all or substantially all of the assets of the Issuer and, when so executed, shall constitute a valid and legally binding agreement for purposes of such entity succeeding the provisions of this Section 5.01. After assuming the obligations of the Issuer, enforceable against such entity in accordance with the Successor Issuer will have all the rights, powers and obligations of the Issuer under this Indenture and the Issuer shall be automatically released and discharged from its termsobligations under this Indenture, subject the Notes and the Security Documents. (b) Subject to applicable bankruptcySection 10.02(b), insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether in a proceeding in equity or at laweach Guarantor shall not, and the Issuer shall be delivered not permit any Guarantor to, consolidate or merge into, or convey, transfer or lease substantially all of its properties and assets, in one or more related transactions, to any Person (other than the Issuer or another Guarantor) unless: (i) the Person acquiring the assets of a Guarantor in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger is a corporation, limited liability company or limited partnership organized and existing under the laws of the United States or a state thereof, (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”) and the Successor Guarantor (if other than the Guarantor) expressly assumes pursuant to a supplemental indenture, in form reasonably satisfactory to the Fiscal Trustee, all the obligations of such Guarantor under such Guarantor’s Notes Guarantee and Principal Paying Agent; this Indenture; (yii) immediately after giving effect to such transaction, no Default or Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred or and be continuing; and and (ziii) the Issuer has any Successor Guarantor (if other than such Guarantor) shall have delivered or caused to be delivered to the Fiscal and Principal Paying Agent Trustee an officers' certificate Officers’ Certificate and an opinion Opinion of counselCounsel, each stating that the conditions precedent to such consolidation, merger, saleconveyance, conveyance transfer or transfer lease and such supplemental indenture (if any) comply with this Indenture. The Successor Guarantor shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Notes Guarantee, and such Guarantor shall automatically be released and discharged from its obligations under this Indenture, such Guarantor’s guarantee and the Security Documents. After assuming the obligations of such Guarantor, the Successor Guarantor will have all the rights, powers and obligations of the Guarantor under this Indenture and such Guarantor shall be automatically released and discharged from its obligations under this Indenture, its Notes Guarantee and the Security Documents without any further action required by any party other than as expressly set forth in this Indenture. (c) The following additional conditions shall apply to each transaction set forth in Sections 5.01(a) and 5.01(b): (i) the Issuer, the Guarantor or the relevant surviving entity, as applicable, shall cause such amendments or other instruments to be filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to such Person, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (ii) the Collateral owned by or transferred to the Issuer, the Guarantor or the relevant surviving entity, as applicable, shall (A) continue to constitute Collateral under the Security Documents and this Indenture; (B) be subject to the Lien in favor of the Collateral Agent; and (C) not be subject to any Lien other than Liens permitted by the Security Documents and this Indenture; (iii) the assets of the Person which is merged or consolidated with or into the relevant surviving entity, shall be deemed after-acquired property for purposes of Section 11.03 and such surviving entity shall take such action as may be reasonably necessary to cause such assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in the Security Documents and this Indenture; and (iv) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and, with respect to the Officers’ Certificate only, that all conditions precedent in this Indenture relating to such transaction have been satisfied. satisfied and, with respect to the Opinion of Counsel only, that such supplemental indenture and Security Documents are legal, valid, binding and enforceable, subject to customary qualifications. (d) Notwithstanding anything to the foregoingcontrary in this Article 5, (i) the Issuer sale of the Bank Subsidiary shall not implicate the provisions of this Article 5 and (ii) a Guarantor may sell, convey sell or transfer otherwise dispose of all or substantially all of its assets to any person which is directly to, or indirectly wholly-owned by one consolidate or more of the Issuer, the Guarantor and their wholly-owned Subsidiaries. (ii) The Guarantor may consolidate merge with or merge into any other personinto, or sell, convey or transfer all or substantially all another Person without complying with the provisions of its assets to any other person, without the consent of the Holders of the Notes, provided that: (v) the purchasing or transferee corporation or the successor, continuing or resulting corporation in the case of a merger or consolidation (if the Guarantor is not the surviving corporation), this Section 5.01 so long as the case may be (the "Successor Guarantor"), expressly assumes, by an amendment to the Fiscal Agency Agreement and the Notes Guarantee pursuant to the Fiscal Agency Agreement, the obligations of the Guarantor under the Fiscal Agency Agreement and the Guarantee and the due and punctual performance and observance of all the covenants and conditions would be permitted to be performed or observed by the Guarantor pursuant to the Fiscal Agency Agreement and the Guarantee; (w) released in connection with such amendment shall be in form reasonably satisfactory to the Fiscal and Principal Paying Agent, shall be duly executed by the Successor Guarantor and, when so executed, shall constitute a valid and legally binding agreement of such Successor Guarantor, enforceable against such Successor Guarantor transaction in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles the provisions of equity, regardless of whether in a proceeding in equity or at law, and shall be delivered to the Fiscal and Principal Paying Agent; (x) if such Successor Guarantor is organized under the laws of a jurisdiction other than the Federal Republic of Germany (a "Successor Guarantor Jurisdiction"Section 10.02(b), such Successor Guarantor agrees to assume the Guarantor's obligations under the Guarantee to pay any U.S. Additional Amounts pursuant to Section 3(b)(i) herein or any amounts akin to German Additional Amounts pursuant to Section 3(b)(ii) herein imposed by the laws of the jurisdiction in which the Successor Guarantor is organized; (y) 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 occurred or be continuing; and (z) the Guarantor shall have delivered to the Fiscal and Principal Paying Agent an officers' certificate and an opinion of counsel, each stating that the conditions precedent to such consolidation, merger, sale, conveyance or transfer have been satisfied. In addition to the foregoing conditions, in the event of any such assumption of the obligations of the Issuer or the Guarantor, the Issuer or the Guarantor, as the case may be, will be required to deliver an opinion of its counsel of recognized standing to the effect that such assumption of the Issuer's or the Guarantor's obligations under the Notes or the Guarantee, as the case may be, shall not be deemed for U.S. federal income tax purposes to be a taxable exchange of the Notes for new Notes by the Holders thereof, resulting in the recognition of gain or loss for such purposes or resulting in any other material adverse tax consequences to Holders of the Notes.