Common use of Issuer May Consolidate on Certain Terms Clause in Contracts

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 10.01 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be domiciled in the United States and shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, no Default or and no Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Issuer shall have delivered to the Trustee a Guarantor’s an Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Issuer’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Supplemental Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be domiciled in the United States and shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Supplemental Indenture; (b) immediately after giving effect to such transaction, no Default or and no Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Issuer shall have delivered to the Trustee a Guarantor’s an Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Issuer’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, no Default or and no Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Issuer shall have delivered to the Trustee a Guarantoran Issuer’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Issuer’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this IndentureIndenture and expressly assume (in accordance with the provisions of the Registration Rights Agreement) the obligations of and due and punctual performance and observance of all of the covenants and conditions applicable to the Issuer set forth in the Registration Rights Agreement; (b) immediately after giving effect to such transaction, no Default or and no Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Issuer shall have delivered to the Trustee a Guarantoran Issuer’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Issuer’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be domiciled in the United States and shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, no Default or and no Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture Supplemental Indenture is required in connection with such transaction, such supplemental indenture, Supplemental Indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Issuer shall have delivered to the Trustee a Guarantor’s an Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Issuer’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes The Issuer shall prevent any consolidation or merger of the Issuer not consolidate with or merge into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in a transaction in which either the Issuer will be is not the continuing entity surviving corporation) or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyanceconvey, transfer or lease of all or its properties and assets substantially all of the property of the Issuer, as an entirety to any other Person (whether or not affiliated with the Issuer); providedPerson, however, that the following conditions are met: unless (a) the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety shall be (i) a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the continuing entitylaws of the United States of America, any State thereof or the successor entity District of Columbia and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Issuer) formed by or resulting from any such consolidation or merger into which the Issuer shall have been merged or by the Person which shall have received acquired the transfer of assets shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; Issuer’s assets; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transaction, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred happened and be continuing; and and (c) either the Issuer or the successor Person, in either case, shall have has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article and that all conditions precedent herein provided for relating to such transaction have been complied with. Except The conditions of (a)(ii) above shall not apply in the case of a substantially concurrent consolidationcorporation or entity not organized under the laws of the United States of America, mergerany State thereof or the District of Columbia which shall agree, salein form satisfactory to the Trustee, conveyance, transfer or lease (i) to subject itself to the jurisdiction of the United States district court for the Southern District of New York and (ii) to indemnify and hold harmless the holders of all Securities against (A) any tax, assessment or substantially all governmental charge imposed on such holders by a jurisdiction other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of the property of the Guarantors in compliance with Section 10.03, no principal or interest on such Securities and which would not have been so imposed and withheld had such consolidation, merger, salesale or conveyance not been made and (B) any tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance, transfer or lease shall be permitted by . The restrictions in this Section 10.01 unless prior thereto 9.01 shall not apply to (i) the Guarantors shall have delivered to merger or consolidation of the Trustee a Guarantor’s Officers’ Certificate and an Opinion Issuer with one of Counselits affiliates, each stating if the Board of Directors determines in good faith that the Guarantors’ obligations hereunder purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware. Nothing contained in this Article shall remain in full force and effect thereafterapply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer).

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or partiesmergers, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume payment of the principal of and interest Interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) 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 and be continuing; and (c) either the Issuer or the successor Person, in either caseas the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Guarantor shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Guarantor’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes Debentures shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Notes Debentures and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) if as a result of such transaction the Debentures become exchangeable into common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations under the Debentures and this Indenture; (c) 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 and be continuing; and (cd) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Guarantor shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Guarantor’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or partiesmergers, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, Issuer to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume payment of the principal of and interest Interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) 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 and be continuing; and (c) either the Issuer or the successor Person, in either caseas the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply indenture complies with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Guarantor shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Guarantor’s obligations hereunder and under the Guarantees endorsed on the Notes shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) if as a result of such transaction the Notes become exchangeable for common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations under the Notes and this Indenture; (c) 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 and be continuing; and (cd) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Issuer shall have delivered to the Trustee a Guarantoran Issuer’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Issuer’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be an entity organized under the laws of the United States, any state thereof, or the District of Columbia and shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) if as a result of such transaction the Notes become exchangeable for common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations under the Notes and this Indenture; (c) 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 and be continuing; and (cd) either the Issuer shall, at or prior to the successor Personeffective date of such consolidation, in either casemerger or transfer, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to such consolidation, merger, sale, conveyance, merger or transfer or lease andhave been complied with (including, if a supplemental indenture is required in connection with such transaction, that such supplemental indenture, comply indenture complies with this Section 10.01 and that all conditions precedent herein provided for relating to such transaction have been complied withArticle 10). Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Guarantor shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Guarantor’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, lease or conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that ) so long as the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) if as a result of such transaction the Notes become exchangeable into common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations under such Notes and this Indenture; (c) 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 and be continuing; and (cd) either the Issuer or the successor Person, in either caseas the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer lease or lease conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer lease or lease conveyance shall be permitted by this Section 10.01 unless prior thereto the Guarantors Guarantor shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Guarantor’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) if as a result of such transaction the Notes become exchangeable into common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations under such Notes and this Indenture; (c) 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 and be continuing; and (cd) either the Issuer or the successor Person, in either caseas the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Guarantor shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Guarantor’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be domiciled in the United States, any state thereof or the District of Columbia and shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, no Default or and no Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article X and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture The Issuer shall not consolidate with or in the Notes shall prevent merge into any consolidation or merger of Person (unless the Issuer with is the surviving corporation) or enter into any a scheme of arrangement or convey, transfer, lease or otherwise dispose of its respective properties and assets, substantially as an entirety to another Person (other Person than for the Issuer to convey, transfer lease or Persons (whether otherwise dispose of such assets or not affiliated with the Issuerproperties to one or more of its wholly-owned subsidiaries), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that unless the following conditions are met: (aA) the Issuer shall be the continuing entity, or the successor entity Person (if other than the Issuer) formed by or resulting from any such consolidation or merger into which the Issuer is merged, or of which shall have received the transfer Issuer becomes a Subsidiary pursuant to a scheme of assets shall expressly assume payment arrangement or the Person which acquires by conveyance, transfer, lease or other disposition of the principal of and interest on all or substantially all of the Notes properties and the due and punctual performance and observance of all assets of the covenants Issuer (x) shall be a corporation, limited liability company, partnership, trust or other business entity organized and conditions existing under the laws of the United States of America, any State thereof, the District of Columbia, Ireland (meaning Ireland exclusive of Northern Ireland) or England and Wales and (y) such Person (if other than the Issuer) shall expressly assume, by an amendment hereto, executed and delivered to the Holder of this Note, in form satisfactory to such Holder, the obligations of the Issuer under this IndentureNote; (bB) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and; (cC) either if the Issuer will not be the resulting or surviving corporation, the successor Person, in either case, Issuer shall have delivered to the Trustee Holders an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture an amendment is required in connection with such transaction, such supplemental indenture, amendment comply with the terms of this Section 10.01 Note and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in ; and (D) if, upon the case occurrence of any such transaction (x) the Notes would become convertible or exchangeable pursuant to the terms of this Note into securities issued by an issuer other than the resulting, surviving, transferee or successor corporation and (y) such resulting, surviving, transferee or successor corporation is a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all wholly owned Subsidiary of the property issuer of such securities into which the Guarantors in compliance with Section 10.03notes have become exchangeable, no such consolidationother issuer shall fully and unconditionally guarantee on a senior basis the resulting, mergersurviving, sale, conveyance, transfer transferee or lease shall be permitted by this Section 10.01 unless prior thereto successor corporation’s obligations under the Guarantors shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ obligations hereunder shall remain in full force and effect thereafterNotes.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (ai) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (bj) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (ck) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 10.01 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met:: Table of Contents (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be domiciled in the United States and shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, no Default or and no Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture Supplemental Indenture is required in connection with such transaction, such supplemental indenture, Supplemental Indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Issuer shall have delivered to the Trustee a Guarantor’s an Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Issuer’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the IssuerIssuer and its Subsidiaries, taken as a whole, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met:met (except in the case of a lease to an unaffiliated operator in the ordinary course of business): (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be domiciled in the United States, any state thereof or the District of Columbia and shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, no Default or and no Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article X and that all conditions precedent herein provided for relating to such transaction have been complied with. Except Notwithstanding anything to the contrary in the case foregoing, nothing in this Section 10.01 will prohibit the Parent or the General Partner from consolidating or merging with or into the Issuer or selling and/or transferring all or substantially all of a substantially concurrent consolidationits assets to the Issuer, mergernor shall it apply to any transaction in which the Issuer, sale, conveyance, transfer the Parent or lease of the General Partner consolidates or merges with or into or transfers all or substantially all of the property Issuer’s or its assets to an affiliate incorporated or organized for the purpose of reincorporating or reorganizing the Guarantors Issuer, the Parent or the General Partner, as applicable, in compliance with Section 10.03, no such consolidation, merger, sale, conveyance, transfer another jurisdiction within the United States or lease shall be permitted by this Section 10.01 unless prior thereto changing the Guarantors shall have delivered to the Trustee a GuarantorIssuer’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ obligations hereunder shall remain in full force and effect thereafteror its legal structure.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes Securities shall prevent any consolidation or merger of the an Issuer with or into any other Person person or Persons persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Notes Securities and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Personperson, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply complies with this Section 10.01 5.1 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors a Guarantor in compliance with Section 10.035.3, no such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 5.1 unless prior thereto the Guarantors such Guarantor shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of CounselCertificate, each stating that the Guarantors’ Guarantor’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or partiesmergers, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume payment of the principal of and interest Interest on all of the Notes and the due and punctual performance and observance by the Issuer of all of the covenants and conditions in this Indenture; (b) 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 and be continuing; and (c) either the Issuer or the successor Person, in either caseas the case may be, shall have delivered to the Trustee an OfficersOfficer’s’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Company shall have delivered to the Trustee a GuarantorCompany’s OfficersOfficer’s’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Company’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes of any series shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, no Default or and no Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Issuer shall have delivered to the Trustee a Guarantoran Issuer’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Issuer’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this the Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or partiesmergers, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, Issuer to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) , the successor entity formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume payment of the principal of of, premium, if any, and interest Interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this the Indenture; (b) 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 and be continuing; and (c) either the Issuer or the successor Person, in either caseas the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply indenture complies with this Section 10.01 Article 7 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 7.01 unless prior thereto the Guarantors General Partner shall have delivered to the Trustee a Guarantor’s an Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Guarantors obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest Interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) if as a result of such transaction the Notes become exchangeable into common stock or other securities issued by a third party, such third party fully and unconditionally assumes or guarantees, as the case may be, all obligations under such Notes, this Indenture and the Registration Rights Agreement; (c) 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 and be continuing; and (cd) either the Issuer or the successor Person, in either caseas the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Guarantor shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Guarantor’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, lease or conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that ) so long as the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) 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 and be continuing; and (c) either the Issuer or the successor Person, in either caseas the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer lease or lease conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except . (d) Notwithstanding the foregoing, nothing in this Article 10 shall prohibit the case Issuer from directly or indirectly selling, leasing or conveying any of a substantially concurrent consolidationits assets, merger, sale, conveyance, transfer or lease of including all or substantially all of the property its assets, to one or more of the Guarantors in compliance with Section 10.03, no such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ obligations hereunder shall remain in full force and effect thereafterits wholly-owned Subsidiaries.

Issuer May Consolidate on Certain Terms. Nothing contained in this the Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or partiesmergers, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, Issuer to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) ), or the successor entity formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume payment of the principal of of, premium, if any, and interest Interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenturethe Indenture and the Registration Rights Agreement; (b) 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 and be continuing; and (c) either the Issuer or the successor Person, in either caseas the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply indenture complies with this Section 10.01 Article 11 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 11.01 unless prior thereto the Guarantors Parent shall have delivered to the Trustee a Guarantor’s an Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Guarantors obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in Subject to the Notes shall prevent any consolidation or merger provisions of Section 10.02, the Issuer with shall not, in a single transaction or into any other Person or Persons (whether or not affiliated with the Issuer)a series of related transactions, consolidate with, or successive consolidations sell, lease or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of convey all or substantially all of the its property of the Issuerand assets to, to or merge with or into, any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: unless: (ai) the Issuer shall be is the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume (x) the due and punctual payment of the principal of of, and interest on on, all of the Notes Notes, and the due and punctual performance and observance of all of the covenants and conditions in the Notes and this Indenture to be performed or satisfied by the Issuer (including, without limitations, the obligation to convert Notes in accordance with the provisions of Article 13 hereof) by a supplemental indenture reasonably satisfactory in form to the Trustee and (y) all of the obligations of the Issuer under the Registration Rights Agreement by a supplemental agreement, in each case, executed and delivered to the Trustee by such successor; (ii) if as a result of any such consolidation, sale, lease, conveyance or merger, the Notes become convertible into common shares or other securities issued by a Person that is other than the Issuer or such successor Person, such Person shall fully and unconditionally guarantee all obligations under the Notes and this Indenture; ; (biii) immediately after giving effect to such transactionthe transaction described above, no Default or Event of Default shall have or event which, after notice or lapse of time, or both, would become an Event of Default, has occurred and be is continuing; and and (civ) either the Issuer or the successor Person, in either case, shall have has delivered to the Trustee an the Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationif any, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this requested pursuant to Section 10.01 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ obligations hereunder shall remain in full force and effect thereafter15.03.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or partiesmergers, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, Issuer to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume payment of the principal of and interest Interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this IndentureIndenture and assumes (in accordance with the provisions of the Registration Rights Agreement) the due and punctual performance and observance of all of the covenants and conditions applicable to the Issuer set forth in the Registration Rights Agreement; (b) 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 and be continuing; and (c) either the Issuer or the successor Person, in either caseas the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply indenture complies with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Guarantor shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Guarantor’s obligations hereunder and under the Guarantees endorsed on the Notes shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, lease or conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that ) so long as the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) if as a result of such transaction the Notes become exchangeable into common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations under such Notes and this Indenture; (c) 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 and be continuing; and (cd) either the Issuer or the successor Person, in either caseas the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer lease or lease conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Article 12. No such consolidation, merger, sale, lease or conveyance shall be permitted by this Section 10.01 12.01 unless prior thereto the Company shall have delivered to the Trustee an Officers’ Certificate stating that the Company’s obligations hereunder shall remain in full force and effect thereafter, and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer and the Issuer’s Subsidiaries, taken as a whole, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be domiciled in the United States and shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, no Default or and no Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Issuer shall have delivered to the Trustee a Guarantor’s an Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Issuer’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, lease or conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that ) so long as the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) if as a result of such transaction the Notes become exchangeable into common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations under such Notes and this Indenture; (c) 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 and be continuing; and (cd) either the Issuer or the successor Person, in either caseas the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer lease or lease conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer lease or lease conveyance shall be permitted by this Section 10.01 unless prior thereto the Guarantors Company shall have delivered to the Trustee a Guarantor’s an Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Company’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or partiesmergers, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume payment of the principal of and interest Interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) 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 and be continuing; and (c) either the Issuer or the successor Person, in either caseas the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 11 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 11.01 unless prior thereto the Guarantors Guarantor shall have delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Guarantor’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, Nothing contained in this Indenture or in the Notes Securities shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a1) the Issuer shall be the continuing entity, or (2) the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be domiciled in the United States, any state thereof or the District of Columbia and shall expressly assume payment of the principal of and interest on all of the Notes Securities and the due and punctual performance and observance of all of the covenants and conditions in this the Indenture; (b) immediately after giving effect on a pro forma basis to such transaction, no Default or and no Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 10.01 Article X and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Issuer shall have delivered to the Trustee a Guarantor’s an Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Issuer’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, the General Partner and the Issuer’s Subsidiaries, taken as a whole, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer or the General Partner, as the case may be, shall be the continuing entity, or the successor entity (if other than the IssuerIssuer or the General Partner, as the case may be) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be domiciled in the United States and shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, no Default or and no Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Issuer shall have delivered to the Trustee a Guarantor’s an Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Issuer’s obligations hereunder shall remain in full force and effect thereafter.

Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that the following conditions are met: (a) the Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, no Default or and no Event of Default shall have occurred and be continuing; and (c) either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 10.01 Article 10 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantors in compliance with Section 10.03, no No such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Guarantors Issuer shall have delivered to the Trustee a Guarantoran Issuer’s Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantors’ Issuer’s obligations hereunder shall remain in full force and effect thereafter.