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

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor May Consolidate, etc., on Certain ------------------------------------------------------ Terms. (a) Nothing contained in this Indenture or in any of the Securities ----- shall prevent any consolidation or merger of the Issuer with or into any other entity or entities (whether or not affiliated with the Issuer), or successive consolidations or mergers in which the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease of all or substantially all the property of the Issuer, to any other entity (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that -------- ------- upon any such consolidation, merger, sale, conveyance or lease, (i) the due and punctual payment of the principal of and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity (if other than the Issuer) formed by such consolidation, or into which the Issuer shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or condition.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor Section 12.01. Company May Consolidate, etc.Etc, on Certain ------------------------------------------------------ Terms. (a) Nothing Subject to the provisions of Section 12.02, nothing contained in this Indenture or in any of the Securities ----- Notes shall prevent any consolidation or merger of the Issuer Company with or into any other entity Person or entities Persons (whether or not affiliated with the IssuerCompany), or successive consolidations or mergers in which the Issuer Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease (or successive sales, conveyances or leases) of all or substantially all of the property of the IssuerCompany, to any other entity Person (whether or not affiliated with the Issuer) Company), authorized to acquire and operate the samesame and that shall be organized under the laws of the United States of America, any state thereof or the District of Columbia; provided, however, and the Issuer hereby covenants and agrees, that -------- ------- upon any such consolidation, merger, sale, conveyance or lease, (i) the due and punctual payment of the principal of and interestpremium, if any, and interest (including Liquidated Damages, if any) on all of the SecuritiesNotes, according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the IssuerCompany) formed by such consolidation, or into which the Issuer Company shall have been merged, or by the entity which Person that shall have acquired or leased such property property, and (ii) such supplemental indenture shall provide for the Issuer or such successor entity, as the case may be, shall notapplicable conversion rights set forth in Section 15.06; and provided further that, immediately after such merger giving effect to a transaction described above, no Event of Default, and no event which, after notice or consolidationlapse of time or both, or such salewould become an Event of Default, conveyance or lease, shall have happened and be in default in the performance of any such covenant or conditioncontinuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor 5.01 Company May Consolidate, etc., Consolidate on Certain ------------------------------------------------------ Terms. (a) Nothing Subject to the provisions of Section 5.02, nothing contained in this Indenture or in any of the Securities ----- shall prevent any consolidation or merger of the Issuer Company with or into any other entity Person or entities Persons (whether or not affiliated with the IssuerCompany), or successive consolidations or mergers in which the Issuer Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease (or successive sales, conveyances or leases) of all or substantially all of the property of the IssuerCompany, to any other entity Person (whether or not affiliated with the Issuer) Company), authorized to acquire and operate the samesame and that shall be organized under the laws of the United States of America, any state thereof, the District of Columbia or the Cayman Islands; provided, however, and the Issuer hereby covenants and agrees, provided that -------- ------- upon any such consolidation, merger, sale, conveyance or lease, (i) the due and punctual payment of the principal of and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, Company shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the IssuerCompany) formed by such consolidation, or into which the Issuer Company shall have been merged, or by the entity which Person that shall have acquired or leased such property property, and (ii) such supplemental indenture shall provide for the Issuer applicable conversion rights set forth in Article 10; provided further that immediately after giving effect to the transaction described above, no Event of Default, and no event which, after notice or such successor entitylapse of time or both, as the case may bewould become an Event of Default, shall nothave happened and be continuing. The Company shall give the conversion notice provided for under Article 10, immediately after provided that the failure to give such merger notice or consolidation, or any default therein shall not affect the validity of such sale, conveyance or lease, be in default in the performance of any such covenant or conditiontransaction.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor May Consolidate10.01 CORPORATION MAY CONSOLIDATE, etcETC., on Certain ------------------------------------------------------ TermsON CERTAIN TERMS. (a) Nothing contained in this Indenture or in any of the Securities ----- shall prevent any consolidation or merger of the Issuer Corporation with or into any other entity or entities Person (whether or not affiliated with the IssuerCorporation, as the case may be), or successive consolidations or mergers in which the Issuer Corporation or its successor or successors successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease of all or substantially all the property of the IssuerCorporation, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other entity Person (whether or not affiliated with the IssuerCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, howeverPROVIDED THAT (a) the Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Corporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) if the Issuer hereby covenants and agreesCorporation is not the surviving Person, that -------- ------- upon any such consolidation, merger, sale, conveyance conveyance, transfer or lease, (i) the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on all of the Securities, Securities according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Issuer, Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee, Debenture Trustee executed and delivered to the Debenture Trustee by the entity (if other than the Issuer) Person formed by such consolidation, or into which the Issuer Corporation shall have been merged, or by the entity Person which shall have acquired or leased such property and (ii) the Issuer or such successor entityproperty, as the case may be, shall not, immediately and (c) after giving effect to such merger or consolidation, or such merger, sale, conveyance conveyance, transfer or lease, no Default or Event of Default shall have occurred and be in default in the performance of any such covenant or conditioncontinuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor 10.1. Company May Consolidate, etc., on Certain ------------------------------------------------------ Terms. (a) Terms Nothing contained in this Indenture or in any of the Securities ----- Debentures shall prevent any consolidation or merger of the Issuer Company with or into any other entity or entities Person (whether or not affiliated with an Affiliate of the IssuerCompany), or successive consolidations or mergers in which the Issuer Company, or its successor or successors successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease of all or substantially all the property of the IssuerCompany, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other entity Person (whether or not affiliated with an Affiliate of the IssuerCompany, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, howeverthat (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and the Issuer hereby covenants and agrees, that -------- ------- (b) upon any such consolidation, merger, sale, conveyance conveyance, transfer or lease, (i) the due and punctual payment of the principal or Redemption Price of and interest, if any, interest on all of the Securities, Debentures according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Issuer, Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by the entity (if other than the Issuer) Person formed by such consolidation, or into which the Issuer Company shall have been merged, or by the entity Person which shall have acquired or leased such property and (ii) the Issuer or such successor entityproperty, as the case may be, shall not, immediately and (c) after giving effect to such merger or consolidation, or such merger, sale, conveyance conveyance, transfer or lease, no Default or Event of Default shall have occurred and be in default in the performance of any such covenant or conditioncontinuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor May Consolidate11.1. COMPANY MAY CONSOLIDATE, etcETC., on Certain ON CERTAIN TERMS. ------------------------------------------------------ Terms. (a) Nothing contained in this Indenture or in any of the Securities ----- Debentures shall prevent any consolidation or merger of the Issuer Company with or into any other entity or entities Person (whether or not affiliated with the Issuer), Company) or successive consolidations or mergers in which the Issuer Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease other disposition of all or substantially all the property of the IssuerCompany or its successor or successors as an entirety, or substantially as an entirety, to any other entity Person (whether or not affiliated with the IssuerCompany, or its successor or successors) authorized to acquire and operate the same; provided, however, and that the Issuer Company hereby -------- ------- covenants and agreesagrees that, that -------- ------- upon any such consolidation, mergermerger (where the Company is not the surviving corporation), sale, conveyance conveyance, transfer or leaseother disposition, (i) the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on all of the SecuritiesDebentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the IssuerCompany, shall be expressly assumed, assumed by supplemental indenture satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by the entity (if other than the Issuer) formed by such consolidation, or into which the Issuer Company shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or conditionproperty.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor Section 12.1 Company May Consolidate, etcEtc., on Certain ------------------------------------------------------ Terms. (a) Nothing Subject to the provisions of Section 12.2, nothing contained in this Indenture or in any of the Securities ----- Notes shall prevent any consolidation or merger of the Issuer Company with or into any other entity Person or entities Persons (whether or not affiliated with the IssuerCompany), or successive consolidations or mergers in which the Issuer Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease (or successive sales, conveyances or leases) of all or substantially all of the property of the IssuerCompany, to any other entity Person (whether or not affiliated with the Issuer) Company), authorized to acquire and operate the samesame and that shall be organized under the laws of the United States of America, any state thereof or the District of Columbia; provided, however, and the Issuer hereby covenants and agrees, that -------- ------- upon any such consolidation, merger, sale, conveyance or lease, (i) the due and punctual payment of the principal of and interestpremium, if any, and interest (including Liquidated Damages, if any) on all of the SecuritiesNotes, according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the IssuerCompany) formed by such consolidation, or into which the Issuer Company shall have been merged, or by the entity which Person that shall have acquired or leased such property property, and (ii) such supplemental indenture shall provide for the Issuer or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be applicable conversion rights set forth in default in the performance of any such covenant or conditionSection 15.6.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor 10.01. Company May Consolidate, etc., on Certain ------------------------------------------------------ Cer- tain Terms. (a) Nothing contained in this Indenture or in any of the Securities ----- shall prevent any consolidation or merger of the Issuer Company with or into any other entity or entities Person (whether or not affiliated with the IssuerCompany, as the case may be), or successive consolidations consolida- tions or mergers in which the Issuer Company or its successor or successors succes- sors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease of all or substantially all the property of the IssuerCompany, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other entity Person (whether or not affiliated with the Issuer) Company, or its successor or successors, as the case may be authorized to acquire and operate the same; provided, howeverthat (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and the Issuer hereby covenants and agrees, that -------- ------- (b) upon any such consolidation, merger, sale, conveyance conveyance, transfer or lease, (i) the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on all of the Securities, Securities according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Issuer, Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by the entity (if other than the Issuer) Person formed by such consolidation, or into which the Issuer Company shall have been merged, or by the entity Person which shall have acquired or leased ac- quired such property and (ii) the Issuer or such successor entityproperty, as the case may be, shall not, immediately and (c) after giving effect to such merger or consolidation, or such merger, sale, conveyance conveyance, transfer or lease, no Default or Event of Default shall have occurred and be in default in the performance of any such covenant or conditioncontinuing.

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

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor 10.01. Company May Consolidate, etc., on Certain ------------------------------------------------------ Terms. (a) Nothing contained in this Indenture or in any of the Securities ----- shall prevent any consolidation or merger of the Issuer Company with or into any other entity or entities Person (whether or not affiliated with the IssuerCompany, as the case may be), or successive consolidations or mergers in which the Issuer Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease of all or substantially all the property of the IssuerCompany, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other entity Person (whether or not affiliated with the IssuerCompany, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, howeverthat (a) the Company is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and the Issuer hereby covenants and agrees, that -------- ------- (b) upon any such consolidation, merger, sale, conveyance conveyance, transfer or lease, (i) the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on all of the Securities, Securities according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Issuer, Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act of 1939, as then in effect) satisfactory in form to the Trustee, and executed and delivered to the Trustee by the entity (if other than the Issuer) Person formed by such consolidation, or into which the Issuer Company, as the case may be, shall have been merged, or by the entity Person which shall have acquired or leased such property property, and (iic) the Issuer or after giving effect to such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such merger, sale, conveyance conveyance, transfer or lease, no Default or Event of Default shall have occurred and be in default in the performance of any such covenant or conditioncontinuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor 10.01. Company May Consolidate, etc., on Certain ------------------------------------------------------ Terms. (a) Terms Nothing contained in this Indenture or in any of the Securities ----- shall prevent any consolidation or merger of the Issuer Company with or into any other entity or entities Person (whether or not affiliated with the IssuerCompany, as the case may be), or successive consolidations or mergers in which the Issuer Company, or its successor or successors successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease of all or substantially all the property of the IssuerCompany, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other entity Person (whether or not affiliated with the IssuerCompany, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, howeverthat (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and the Issuer hereby covenants and agrees, that -------- ------- (b) upon any such consolidation, merger, sale, conveyance conveyance, transfer or lease, (i) the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on all of the Securities, Securities according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Issuer, Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by the entity (if other than the Issuer) Person formed by such consolidation, or into which the Issuer Company, shall have been merged, or by the entity Person which shall have acquired or leased such property and (ii) the Issuer or such successor entityproperty, as the case may be, shall not, immediately and (c) after giving effect to such merger or consolidation, or such merger, sale, conveyance conveyance, transfer or lease, no Default or Event of Default shall have occurred and be in default in the performance of any such covenant or conditioncontinuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor 10.1. Company May Consolidate, etcEtc., on Certain ------------------------------------------------------ Terms. (a) ----------------------------------------------- Nothing contained in this Indenture or in any of the Securities ----- shall prevent any consolidation or merger of the Issuer Company with or into any other entity or entities Person (whether or not affiliated with the IssuerCompany, as the case may be), or successive consolidations or mergers in which the Issuer Company, or its successor or successors successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease of all or substantially all the property of the IssuerCompany, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other entity Person (whether or not affiliated with the IssuerCompany, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, howeverthat (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and the Issuer hereby covenants and agrees, that -------- ------- (b) upon any such consolidation, merger, consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance conveyance, transfer or leaselease of the property of the Company as an entirety, (i) or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on all of the Securities, Securities according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Issuer, Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by the entity (if other than the Issuer) Person formed by such consolidation, or into which the Issuer Company shall have been merged, or by the entity Person which shall have acquired or leased such property and (ii) the Issuer or such successor entityproperty, as the case may be, shall not, immediately and (c) after giving effect to such merger or consolidation, or such merger, sale, conveyance conveyance, transfer or lease, no Default or Event of Default shall have occurred and be in default in the performance of any such covenant or conditioncontinuing.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Section 10.01. Company or Guarantor May Consolidate, etc., on Certain ------------------------------------------------------ Terms. (a) Nothing contained in this Indenture or in any of the Securities ----- shall prevent any consolidation or merger of the Issuer Company or the Guarantor with or into any other entity corporation or entities corporations (whether or not affiliated with the IssuerCompany or the Guarantor, as the case may be), or successive consolidations or mergers in which the Issuer Company or the Guarantor, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease other disposition of all or substantially all the property of the IssuerCompany or the Guarantor, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other entity corporation (whether or not affiliated with the IssuerCompany and the Guarantor, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, the Company and the Issuer Guarantor hereby covenants covenant and agreesagree that, that -------- ------- upon any such consolidation, merger, sale, conveyance conveyance, transfer or leaseother disposition, (i) the due and punctual payment payment, in the case of the Company, of the principal of and interest(premium, if any, ) and interest on all of the SecuritiesDebt Securities of all series in accordance with the terms of each series, according to their tenortenor or, in the case of the Guarantor, the performance of all obligations under the Guarantees, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the IssuerCompany or the Guarantor, as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by the entity (if other than the Issuer) formed by such consolidation, or into which the Issuer Company or the Guarantor, as the case may be, shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or conditionproperty.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor May Consolidate11.1. COMPANY MAY CONSOLIDATE, etcETC., on Certain ------------------------------------------------------ TermsON CERTAIN TERMS. (a) Nothing contained in this Indenture or in any of the Securities ----- Debentures shall prevent any consolidation or merger of the Issuer Company with or into any other entity or entities Person (whether or not affiliated with the Issuer), Company) or successive consolidations or mergers in which the Issuer Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease other disposition of all the property or capital stock of the Company or its successor or successors as an entirety, or substantially all the property of the Issueras an entirety, to any other entity Person (whether or not affiliated with the IssuerCompany, or its successor or successors) authorized to acquire and operate the same; provided, however, and that the Issuer Company hereby covenants and agreesagrees that, that -------- ------- upon any such consolidation, mergermerger (where the Company is not the surviving corporation), sale, conveyance conveyance, transfer or leaseother disposition, (i) the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on all of the SecuritiesDebentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the IssuerCompany, shall be expressly assumed, assumed by supplemental indenture satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by the entity (if other than the Issuer) formed by such consolidation, or into which the Issuer Company shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or conditionproperty.

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

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor 10.01 Corporation May Consolidate, etc., on Certain ------------------------------------------------------ Terms. (a) Terms Nothing contained in this Indenture or in any of the Securities ----- shall prevent any consolidation or merger of the Issuer Corporation with or into any other entity or entities Person (whether or not affiliated with the IssuerCorporation, as the case may be), or successive consolidations or mergers in which the Issuer Corporation or its successor or successors successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease of all or substantially all the property of the IssuerCorporation, or its successor or successors as the case may be, to any other entity Person (whether or not affiliated with the IssuerCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, howeverthat (a) the Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Corporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and the Issuer hereby covenants and agrees, that -------- ------- (b) upon any such consolidation, merger, sale, conveyance conveyance, transfer or lease, (i) the due and punctual payment of the principal of and interest, if any, Interest on all of the Securities, Securities according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Issuer, Corporation shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee, Debenture Trustee executed and delivered to the Debenture Trustee by the entity (if other than the Issuer) Person formed by such consolidation, or into which the Issuer Corporation shall have been merged, or by the entity Person which shall have acquired or leased such property and (ii) the Issuer or such successor entityproperty, as the case may be, shall not, and (c) immediately after giving effect to such merger or consolidation, or such merger, sale, conveyance conveyance, transfer or lease, be in default in the performance no Default or Event of any such covenant or conditionDefault shall exist.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor May Consolidate11.1. COMPANY MAY CONSOLIDATE, etcETC., on Certain ------------------------------------------------------ TermsON CERTAIN TERMS. (a) Nothing contained in this Indenture or in any of the Securities ----- Debentures shall prevent any consolidation or merger of the Issuer Company with or into any other entity or entities Person (whether or not affiliated with the Issuer), Company) or successive consolidations or mergers in which the Issuer Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease other disposition of all the property or capital stock of the Company or its successor or successors as an entirety, or substantially all the property of the Issueras an entirety, to any other entity Person (whether or not affiliated with the IssuerCompany, or its successor or successors) authorized to acquire and operate the same; provided, however, and that the Issuer Company hereby covenants and agreesagrees that, that -------- ------- upon any such consolidation, mergermerger (where the Company is not the surviving corporation), sale, conveyance conveyance, transfer or leaseother disposition, (i) the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on all of the SecuritiesDebentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the IssuerCompany, shall be expressly assumed, assumed by supplemental indenture satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by the entity (if other than the Issuer) formed by such consolidation, or into which the Issuer Company shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or conditioncapital stock.

Consolidation Merger Sale Conveyance and Lease. SECTION 8.1 Issuer and Guarantor May Consolidate10.1 COMPANY MAY CONSOLIDATE, etcETC., on Certain ------------------------------------------------------ Terms. (a) ON CERTAIN TERMS Nothing contained in this Indenture or in any of the Securities ----- shall prevent any consolidation or merger of the Issuer Company with or into any other entity or entities Person (whether or not affiliated with the IssuerCompany, as the case may be), or successive consolidations or mergers in which the Issuer Company, or its successor or successors successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease of all or substantially all the property of the IssuerCompany, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other entity Person (whether or not affiliated with the IssuerCompany, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, howeverthat (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and the Issuer hereby covenants and agrees, that -------- ------- (b) upon any such consolidation, merger, sale, conveyance conveyance, transfer or lease, (i) the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on all of the Securities, Securities according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Issuer, Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by the entity (if other than the Issuer) Person formed by such consolidation, or into which the Issuer Company, shall have been merged, or by the entity Person which shall have acquired or leased such property and (ii) the Issuer or such successor entityproperty, as the case may be, shall not, immediately and (c) after giving effect to such merger or consolidation, or such merger, sale, conveyance conveyance, transfer or lease, no Default or Event of Default shall have occurred and be in default in the performance of any such covenant or conditioncontinuing.