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

Consolidation, Merger, Sale of Assets, etc. If at any time while this Warrant, or any portion hereof, is outstanding and unexpired, there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. In addition, if at any time while this Warrant, or any portion hereof, is outstanding and unexpired, (A) there shall be any transaction (other than the occurrence of conversion of the Bridge Loan as of the Warrant Exercisability Date) as described in clauses (ii) or (iii) above that constitutes a Sale of the Company and also constitutes either (x) a Liquidation Event, (y) an Acquisition or (z) an Asset Transfer (as each such term is defined in the Certificate of Designation for the Series A-1 Preferred Stock) for the Series A-1 Preferred Stock and the Series A-1 Preferred Stock is converted or redeemed for the Liquidation Amount (as defined in the Certificate of Designation for the Series A-1 Preferred Stock), and (B) this Warrant has not been exercised prior to the consummation thereof, this Warrant shall be deemed to be automatically exercised in whole through Net Issue Exercise as described in Section 3(c) hereof. The Company agrees that such shares to be issued to the Holder upon Net Issue Exercise as a result of a transaction described in clauses (ii) or (iii) above shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date of such transaction. A “Sale of the Company” shall mean the sale of the Company to an independent third party or group of independent third parties pursuant to which such party or parties acquire (a) Capital Stock (as defined in the Preferred Stock Right of First Refusal and Co-Sale Agreement) of the Company possessing the voting power under normal circumstances to elect a majority of the Company’s Board of Directors (whether by merger, consolidation or sale or transfer of the Capital Stock) or (b) all or substantially all of the Company’s assets determined on a consolidated basis. For purposes of this definition, “independent third party” means any Person who, immediately prior to such contemplated transaction, (w) does not own or have any voting or economic rights with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (x) is not an Affiliate of any Person who owns or has any voting or economic right with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (y) is not Parent, and (z) is not an Affiliate of Parent.

Consolidation, Merger, Sale of Assets, etc. If at any time while this Warrant, or any portion hereof, is outstanding and unexpired, there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. In addition, if at any time while this Warrant, or any portion hereof, is outstanding and unexpired, (A) there shall be any transaction (other than the occurrence of conversion of the Bridge Loan as of the Warrant Exercisability Date) as described in clauses (ii) or (iii) above that constitutes a Sale of the Company and also constitutes either (x) a Liquidation Event, (y) an Acquisition or (z) an Asset Transfer (as each such term is defined in the Third Amended and Restated Certificate of Designation for Incorporation of the Series A-1 Preferred StockCompany) for the Series A-1 A Preferred Stock and the Series A-1 A Preferred Stock is converted or redeemed for the Liquidation Amount (as defined in the Third Amended and Restated Certificate of Designation for Incorporation of the Series A-1 Preferred StockCompany), and (B) this Warrant has not been exercised prior to the consummation thereof, this Warrant shall be deemed to be automatically exercised in whole through Net Issue Exercise as described in Section 3(c) hereof. The Company agrees that such shares to be issued to the Holder upon Net Issue Exercise as a result of a transaction described in clauses (ii) or (iii) above shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date of such transaction. A “Sale of the Company” shall mean the sale of the Company to an independent third party or group of independent third parties pursuant to which such party or parties acquire (a) Capital Stock (as defined in the Preferred Stock Right of First Refusal and Co-Sale Agreement) of the Company possessing the voting power under normal circumstances to elect a majority of the Company’s Board of Directors (whether by merger, consolidation or sale or transfer of the Capital Stock) or (b) all or substantially all of the Company’s assets determined on a consolidated basis. For purposes of this definition, “independent third party” means any Person who, immediately prior to such contemplated transaction, (w) does not own or have any voting or economic rights with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (x) is not an Affiliate of any Person who owns or has any voting or economic right with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (y) is not Parent, and (z) is not an Affiliate of Parent.

Consolidation, Merger, Sale of Assets, etc. If at The Corporation shall not, in any time while this Warranttransaction or series of related transactions, merge or consolidate with or into, or any portion hereofsell, is outstanding and unexpiredassign, there shall be (i) a reorganization (other than a combinationconvey, reclassificationtransfer, exchange lease or subdivision otherwise dispose of shares otherwise provided for herein), (ii) a merger all or consolidation substantially all of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Company’s its properties and assets as, or substantially as, as an entirety to to, any other personPerson or Persons, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision and the Corporation shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment not permit any of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled Restricted Subsidiaries to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with enter into any such transaction is or series of related transactions if such transaction or series of related transactions, in the aggregate, would result in a form other than cash or marketable securitiessale, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all eventsassignment, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transactionconveyance, to the end that the provisions of this Warrant shall be applicable after that eventtransfer, as near as reasonably may be, in relation to any shares lease or other property deliverable after that event upon exercise disposition of this Warrant. In addition, if at any time while this Warrant, or any portion hereof, is outstanding and unexpired, (A) there shall be any transaction (other than the occurrence of conversion of the Bridge Loan as of the Warrant Exercisability Date) as described in clauses (ii) or (iii) above that constitutes a Sale of the Company and also constitutes either (x) a Liquidation Event, (y) an Acquisition or (z) an Asset Transfer (as each such term is defined in the Certificate of Designation for the Series A-1 Preferred Stock) for the Series A-1 Preferred Stock and the Series A-1 Preferred Stock is converted or redeemed for the Liquidation Amount (as defined in the Certificate of Designation for the Series A-1 Preferred Stock), and (B) this Warrant has not been exercised prior to the consummation thereof, this Warrant shall be deemed to be automatically exercised in whole through Net Issue Exercise as described in Section 3(c) hereof. The Company agrees that such shares to be issued to the Holder upon Net Issue Exercise as a result of a transaction described in clauses (ii) or (iii) above shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date of such transaction. A “Sale of the Company” shall mean the sale of the Company to an independent third party or group of independent third parties pursuant to which such party or parties acquire (a) Capital Stock (as defined in the Preferred Stock Right of First Refusal and Co-Sale Agreement) of the Company possessing the voting power under normal circumstances to elect a majority of the Company’s Board of Directors (whether by merger, consolidation or sale or transfer of the Capital Stock) or (b) all or substantially all of the Company’s properties and assets of the Corporation and the Restricted Subsidiaries (determined on a consolidated basis for the Corporation and the Restricted Subsidiaries), to any Person or Persons, unless at the time and after giving effect thereto (i) either (A) (1) if the transaction or transactions is a merger or consolidation involving the Corporation, the Corporation shall be the Surviving Person of such merger or consolidation or (2) if the transaction or transactions is a merger or consolidation involving a Restricted Subsidiary, such Restricted Subsidiary shall be the Surviving Person of such merger or consolidation, or (B) (1) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and (2) in the case of a transaction involving the Corporation, the Surviving Person, if other than the Corporation, shall expressly assume (unless such obligations are otherwise assumed by operation of law) by a Supplemental Indenture executed and delivered to the Trustee, all the obligations of the Corporation under the Notes and the Indenture, and in each case, the Indenture and the Notes shall remain in full force and effect; (ii) immediately after giving effect to such transaction or series of related transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; and (iii) the Corporation, or the Surviving Person, as the case may be, immediately after giving effect to such transaction or series of related transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions of Section 2.02 of this First Supplemental Indenture, and at the time of the transaction if any of the property or assets of the Corporation or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of Section 2.05 of this First Supplemental Indenture are complied with. Upon any consolidation or merger of the Corporation or any transfer of all or substantially all of the assets of the Corporation in accordance with the foregoing, in which the Corporation is not the Surviving Person, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Corporation under the Indenture and the Notes with the same effect as if such successor corporation had been named as the Corporation therein; and thereafter, except in the case of (a) a lease or (b) any sale, assignment, conveyance, transfer, lease or other disposition to a Restricted Subsidiary of the Corporation, the Corporation shall be discharged from all obligations and covenants under the Indenture. For all purposes of the Indenture and the Notes (including the provision of this definitionSection 2.12 and Sections 2.02, “independent third party” means 2.03 and 2.05 of this First Supplemental Indenture), Subsidiaries of any Surviving Person whoshall, upon such transaction or series of related transactions, become Restricted Subsidiaries unless and until designated as Unrestricted Subsidiaries pursuant to and in accordance with the provisions of Section 2.10 of this First Supplemental Indenture and all Indebtedness, and all Liens on property or assets, of the Corporation and the Restricted Subsidiaries in existence immediately prior to such contemplated transactiontransactions or series of related transactions will be deemed to have been incurred upon such transaction or series of related transactions. Notwithstanding anything to the contrary in this Section 2.12, (w) does not own a Restricted Subsidiary may merge with or have any voting or economic rights with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (x) is not an Affiliate of any Person who owns or has any voting or economic right with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (y) is not Parent, and (z) is not an Affiliate of Parentinto another Restricted Subsidiary.

Consolidation, Merger, Sale of Assets, etc. If at any time while this Warrant, or any portion hereof, is outstanding and unexpired, there shall be (i) a reorganization Borrower will not, and it will not cause or permit any Subsidiary to, directly or indirectly merge or consolidate with or into any other Person or permit any other Person to merge into or with or consolidate with it, except that: (A) any Subsidiary may merge or consolidate with or into Borrower (provided that Borrower shall be the continuing or surviving corporation) or with or into any one or more other than a combinationSubsidiaries; (B) any Subsidiary may merge or consolidate with or into any other Person or permit any other Person to merge into or with or consolidate with it, reclassificationprovided that, exchange or subdivision upon the consummation of shares otherwise provided for herein), (ii) a such merger or consolidation (1) the continuing or surviving corporation of such merger or consolidation shall be a Subsidiary, (2) the Company with continuing or into another surviving corporation in which the Company is not the surviving entityof such merger or consolidation shall, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior pursuant to documentation reasonably acceptable to the merger are converted by virtue of the merger into other propertyRequired Banks, whether in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. In addition, if at any time while this Warrant, or any portion hereof, is outstanding and unexpired, (A) there shall be any transaction (other than the occurrence of conversion of the Bridge Loan as of the Warrant Exercisability Date) as described in clauses (ii) or (iii) above that constitutes a Sale of the Company and also constitutes either (x) a Liquidation Event, (y) an Acquisition or (z) an Asset Transfer (as each such term is defined in the Certificate of Designation for the Series A-1 Preferred Stock) for the Series A-1 Preferred Stock and the Series A-1 Preferred Stock is converted or redeemed for the Liquidation Amount (as defined in the Certificate of Designation for the Series A-1 Preferred Stock), and (B) this Warrant has not been exercised prior to the consummation thereof, this Warrant shall be deemed to be automatically exercised in whole through Net Issue Exercise as described in Section 3(c) hereof. The Company agrees that such shares to be issued to the Holder upon Net Issue Exercise as a result of a transaction described in clauses (ii) or (iii) above shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date of such transaction. A “Sale of the Company” shall mean the sale of the Company to an independent third party or group of independent third parties pursuant to which such party or parties acquire either (a) Capital Stock (as defined in the Preferred Stock Right of First Refusal and Co-Sale Agreement) expressly assume all of the Company possessing the voting power under normal circumstances to elect a majority obligations and liabilities of the Company’s Board Subsidiary being merged or consolidated under Section 9 of Directors (whether by merger, consolidation or sale or transfer of the Capital Stock) this Agreement if such Subsidiary was a Guarantor or (b) all or substantially guaranty the payment and performance of all of the Company’s assets determined on a consolidated basis. For purposes of this definition, “independent third party” means any Person who, immediately prior to such contemplated transaction, (w) does not own or have any voting or economic rights with respect to more than five percent (5%) of the Capital Stock on a fully-diluted Borrower's Obligations and as converted to Common Stock basis, (x) is not an Affiliate of any Person who owns or has any voting or economic right with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (y) is not Parent, grant the Collateral Agent for the equal and ratable benefit of the Creditors a security interest in all of the Specified Collateral of the continuing or surviving corporation as security for its guaranty of the Borrower's Obligations and (z3) no Default or Event of Default shall exist; and (C) Borrower may permit any Person to merge into or with or consolidate with it, provided that, upon the consummation of such merger or consolidation (1) Borrower is not an Affiliate the continuing or surviving corporation of Parentsuch merger or consolidation and (2) no Default or Event of Default shall exist.

Consolidation, Merger, Sale of Assets, etc. If (a) The Borrowers will not, nor will any of the Borrowers permit any other Credit Party to, wind up, liquidate or dissolve its affairs, discontinue its business, or enter into any transaction of merger or consolidation, or agree to do any of the foregoing at any future time while this Warrantwithout a contingency relating to obtaining any required approval hereunder, except that so long as no Specified Default or any portion hereofEvent of Default then exists or would result therefrom (including, is outstanding and unexpiredwithout limitation, there an Event of Default under Section 8.04 or 10.09), the following shall be permitted: (i) any then existing Subsidiary of any of the Borrowers may be merged or consolidated with or into, or be liquidated into, a reorganization Borrower (other than so long as such Borrower is the surviving Company), or a combination, reclassification, exchange or subdivision of shares otherwise provided for hereinSubsidiary Guarantor (so long as a Subsidiary Guarantor is the surviving Company), (ii) any Person that is not a merger or consolidation Subsidiary of any of the Company Borrowers at such time may be merged or consolidated with or into another corporation in which the Company into, or liquidated into, a Borrower (so long as such Borrower is not the surviving entityCompany), or a reverse triangular merger in which Subsidiary Guarantor (so long as the Company Subsidiary Guarantor is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property), whether provided that, in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder case of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. In addition, if at any time while this Warrant, or any portion hereof, is outstanding and unexpired, (A) there shall be any transaction (other than the occurrence of conversion of the Bridge Loan as of the Warrant Exercisability Date) as described in clauses clause (ii) or (iii) above that constitutes a Sale of the Company and also constitutes either ), (x) a Liquidation Eventthe Person which is merged or consolidated into such Credit Party is predominantly in the commercial real estate business, (y) an Acquisition if rated, the creditworthiness of Trizec’s long term unsecured debt or (z) an Asset Transfer (implied senior debt, as each such term is defined in the Certificate of Designation for the Series A-1 Preferred Stock) for the Series A-1 Preferred Stock and the Series A-1 Preferred Stock is converted or redeemed for the Liquidation Amount (as defined in the Certificate of Designation for the Series A-1 Preferred Stock)applicable, and (B) this Warrant has not been exercised prior to the consummation thereof, this Warrant shall be deemed to be automatically exercised in whole through Net Issue Exercise as described in Section 3(c) hereof. The Company agrees that such shares to be issued to the Holder upon Net Issue Exercise as a result of a transaction described in clauses (ii) or (iii) above shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date of such transaction. A “Sale of the Company” shall mean the sale of the Company to an independent third party or group of independent third parties pursuant to which such party or parties acquire (a) Capital Stock (as defined in the Preferred Stock Right of First Refusal and Co-Sale Agreement) of the Company possessing the voting power under normal circumstances to elect a majority of the Company’s Board of Directors (whether by merger, consolidation or sale or transfer of the Capital Stock) or (b) all or substantially all of the Company’s assets determined on a consolidated basis. For purposes of this definition, “independent third party” means any Person who, immediately prior after giving effect to such contemplated transaction, (w) does not own merger or have any voting or economic rights with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (x) consolidation is not an Affiliate of any Person who owns lower than Trizec’s creditworthiness two months immediately preceding such merger or has any voting or economic right with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (y) is not Parentconsolidation, and (z) the then fair market value of the assets of the Person which is not an Affiliate merged or consolidated into such Credit Party is less than 25% of ParentTrizec’s then Consolidated Total Asset Value after giving effect to such merger or consolidation on a Pro Forma Basis, and (iii) Holdings and any Subsidiary Guarantor may be converted into a limited liability company by statutory election or by merger into another Subsidiary of any Borrower which is already a limited liability company.

Consolidation, Merger, Sale of Assets, etc. If at The Parent Company will not, and will not permit any time while this Warrantof its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or merge or consolidate, or convey, sell, lease or otherwise dispose of all or any portion hereofpart of its property or assets (other than sales, is outstanding and unexpiredleases or rentals of inventory in the ordinary course of business), there or enter into any sale-leaseback transactions (such conveyance, sale, lease, sale-leaseback or other disposition, a “Disposition”), except that the following shall be permitted: (a) the Parent Company and its Restricted Subsidiaries may, as lessee or licensee, enter into operating leases, subleases, licenses or sub-licenses in the ordinary course of business with respect to real or personal property; (b) to the extent constituting a Disposition, Capital Expenditures by the Parent Company or any of its Restricted Subsidiaries; (c) to the extent constituting Dispositions, Investments permitted pursuant to Section 7.05 and Liens permitted pursuant to Section 7.03; (d) the Parent Company and its Restricted Subsidiaries may Dispose of (x) inventory in the ordinary course of business or (y) assets (whether tangible or intangible) which, in the reasonable opinion of such Person, are obsolete, uneconomic, no longer used or useful, worn-out or constitute surplus assets; 118 CHAR1\1999704v12 (e) any Disposition (other than with respect to the Equity Interests of any (I) Borrower or (II) any Guarantor that directly or indirectly owns any Equity Interests of any Borrower, unless all of the Equity Interests of such Guarantor are so sold), so long as (i) a reorganization (other than a combination, reclassification, exchange no Event of Default then exists or subdivision of shares otherwise provided for herein)would result therefrom, (ii) a merger the Parent Company or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are respective Restricted Subsidiary receives at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the least fair market value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the CompanyParent Company or such Restricted Subsidiary, as the case may be), (iii) the total consideration in excess of $5,000,000 received by the Parent Company or such Restricted Subsidiary is at least 75% cash and is paid at the time of the closing of such sale, (iv) the Parent Company shall be in compliance with the financial covenants contained in Sections 7.08 and 7.09 as of the most recent fiscal quarter end for which financial statements were required to be delivered pursuant to Section 6.01(a) or 6.01(b), determined on a Pro Forma Basis after giving effect to such Disposition and (v) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.05(b)(ii); provided that for purposes of the 75% cash consideration requirement (A) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to the Parent Company or a Restricted Subsidiary) of the Parent Company or any applicable Restricted Subsidiary (as shown on such Person’s Board most recent balance sheet or in the notes thereto) that are (x) assumed by the transferee of Directorsany such assets or (y) otherwise cancelled or terminated in connection with the transaction with such transferee and, in each case, for which the Parent Company and its Restricted Subsidiaries (to the extent previously liable thereunder) shall be made have been validly released by all relevant creditors in writing, (B) the application amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such asset sale, (C) any securities, notes or other obligations or assets received by the Parent Company or any Restricted Subsidiary from such transferee that are converted by such Person into cash or Cash Equivalents (to the extent of the provisions cash or Cash Equivalents received) within one hundred eighty (180) days following the closing of this Warrant with respect the applicable asset sale, (D) Indebtedness of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such asset sale (other than intercompany debt owed to the rights and interests of the Holder after the transactionParent Company or its Restricted Subsidiaries), to the end extent that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. In addition, if at any time while this Warrant, or any portion hereof, is outstanding Parent Company and unexpired, (A) there shall be any transaction (other than the occurrence of conversion all of the Bridge Loan as Restricted Subsidiaries (to the extent previously liable thereunder) are released from any guarantee of payment of the Warrant Exercisability Date) as described principal amount of such Indebtedness in clauses (ii) or (iii) above that constitutes a Sale of the Company and also constitutes either (x) a Liquidation Event, (y) an Acquisition or (z) an Asset Transfer (as each connection with such term is defined in the Certificate of Designation for the Series A-1 Preferred Stock) for the Series A-1 Preferred Stock and the Series A-1 Preferred Stock is converted or redeemed for the Liquidation Amount (as defined in the Certificate of Designation for the Series A-1 Preferred Stock), asset sale and (BE) any Designated Non-Cash Consideration received in respect of such asset sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Warrant has clause (e) that is at that time outstanding, not been exercised prior to in excess of $175,000,000 (determined at the consummation thereof, this Warrant time any such asset sale is made) shall be deemed to be automatically exercised cash, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in whole through Net Issue Exercise value; (f) each of the Parent Company and its Restricted Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as described in Section 3(cpart of any financing transaction; (g) hereof. The each of the Parent Company agrees that such shares and its Restricted Subsidiaries may grant leases or subleases or licenses or sublicenses to be issued other Persons not materially interfering with the conduct of the business of the Parent Company or any of its Restricted Subsidiaries; (h) Dispositions to the Holder upon Net Issue Exercise as Parent Company or any Restricted Subsidiary; provided that, any such Disposition made by a result of Credit Party to a Non-Credit Party must be, in each case, permitted by Section 7.05; 119 CHAR1\1999704v12 (i) (i) any Subsidiary may merge with a Borrower in a transaction described in clauses which a Borrower is the surviving Person, (ii) or any Restricted Subsidiary may merge with any Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (so long as, (x) if a Borrower is a party to such transaction, a Borrower shall be the surviving Person and (y) if a Credit Party is a party to such transaction, a Credit Party shall be the surviving Person), (iii) above shall any Person may merge into a Borrower in an Investment permitted by Section 7.05 in which a Borrower is the surviving Person, (iv) any Person may merge with a Restricted Subsidiary in an Investment permitted by Section 7.05 in which the surviving entity is a Restricted Subsidiary so long as if any party to such merger is a Credit Party, the surviving entity is a Credit Party and (v) in connection with the Disposition of a Restricted Subsidiary (other than (I) a Borrower or (II) a Guarantor that directly or indirectly owns any Equity Interests of any Borrower) or its assets permitted by this Section 7.02, such Restricted Subsidiary may merge with or into any other Person; (j) the Parent Company and its Restricted Subsidiaries may sell or exchange specific items of equipment, so long as the purpose of each such sale or exchange is to acquire (and results within 90 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; (k) Permitted Acquisitions; (l) the Parent Company and its Restricted Subsidiaries may consummate the SN Transaction and any Corporate Restructuring; (m) any Restricted Subsidiary (other than (i) a Borrower or (ii) a Guarantor that directly or indirectly owns any Equity Interests of any Borrower) may be deemed to be issued wound up, liquidated or dissolved if (x) the Parent Company determines in good faith that the winding up, liquidation or dissolution of such Restricted Subsidiary in the best interests of the Parent Company and is not materially disadvantageous to the Holder as Lenders and (y) in the record owner of such shares as case of the close winding up, liquidation or dissolution of business on the date of such transaction. A “Sale of the Company” shall mean the sale of the Company to an independent third party or group of independent third parties pursuant to which such party or parties acquire (a) Capital Stock (as defined in the Preferred Stock Right of First Refusal and Co-Sale Agreement) of the Company possessing the voting power under normal circumstances to elect a majority of the Company’s Board of Directors (whether by mergerGuarantor, consolidation or sale or transfer of the Capital Stock) or (b) all or substantially all of the Company’s assets determined on a consolidated basis. For purposes of this definition, “independent third party” means any Person who, immediately such Guarantor held prior to such contemplated transactionwinding up, liquidation or dissolution have been transferred to another Subsidiary otherwise in accordance with the requirements of this Section 7.02; (n) the Parent Company and its Restricted Subsidiaries may liquidate or otherwise dispose of cash and Cash Equivalents in the ordinary course of business, in each case for cash at fair market value (as determined in good faith by management of the Parent Company or such Restricted Subsidiary); (o) the Disposition of Investments in joint ventures to the extent required by, or made pursuant to, any buy/sell arrangement or similar binding arrangement between joint venture parties; (p) Dividends permitted pursuant to Section 7.06; (q) Dispositions in the form of sale and leaseback transactions shall be permitted so long as (i) the sale or transfer of the property thereunder is otherwise permitted by this Section 7.02 (other than this clause (q)), (wii) does not own or have any voting or economic rights with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (x) is not an Affiliate of any Person who owns or has any voting or economic right with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (y) is not Parent, Capitalized Lease Obligations arising in connection therewith are permitted by Section 7.04 and (ziii) is not an Affiliate of Parent.any Liens arising in connection therewith (including Liens deemed to arise in connection with any such Capitalized Lease Obligations) are permitted by Section 7.03;

Consolidation, Merger, Sale of Assets, etc. If Borrower shall not, and shall not permit any Subsidiary (other than an Unrestricted Subsidiary) to, directly or indirectly, wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, sell or otherwise dispose of all or any part of its property or assets (other than inventory or worn-out or obsolete equipment in the ordinary course of business) or agree (unless such agreement is conditioned upon a waiver of this provision by the Banks hereunder) to do any of the foregoing at any time while this Warrantfuture time, or any portion hereof, is outstanding and unexpired, there except that each of the following shall be permitted: (a) (i) a reorganization any Subsidiary may be merged or consolidated with or into, or be liquidated or dissolved into, Borrower (so long as Borrower is the surviving corporation) or any other Person (other than an Unrestricted Subsidiary) so long as a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), Subsidiary (other than an Unrestricted Subsidiary) is the surviving Person and (ii) a merger all or consolidation any part of the Company with or into another corporation in which the Company is not the surviving entitybusiness, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any Subsidiary may be conveyed, leased, sold or transferred to Borrower or any Subsidiary (other corporation than an Unrestricted Subsidiary); PROVIDED, HOWEVER, that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with if any such transaction involves a Guarantor and any other Subsidiary and the surviving or transferee Person is in not a form other than cash Guarantor (unless such surviving or marketable securities, transferee Person is Borrower) then the value of immediately after such consideration transaction Borrower shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect cause such surviving or transferee Person to execute and deliver a counterpart to the rights Guaranty; (b) Restricted Payments permitted pursuant to Section 8.05 and interests any bare boat charter permitted by Section 8.08; and (c) any sale or disposition of the Holder after the transactionassets; PROVIDED, to the end HOWEVER, that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. In addition, if at any time while this Warrant, or any portion hereof, is outstanding and unexpired, (x) (A) there the Total Commitment shall be any transaction (other than reduced to the occurrence of conversion of the Bridge Loan as of the Warrant Exercisability Dateextent and when required by Section 3.03(b) as described in clauses (ii) or (iii) above that constitutes a Sale of the Company and also constitutes either (x) a Liquidation Event, (y) an Acquisition or (z) an Asset Transfer (as each such term is defined in the Certificate of Designation for the Series A-1 Preferred Stock) for the Series A-1 Preferred Stock and the Series A-1 Preferred Stock is converted or redeemed for the Liquidation Amount (as defined in the Certificate of Designation for the Series A-1 Preferred Stock), and (B) this Warrant has not been exercised prior all proceeds thereof shall be used without violating the provisions of Section 8.01 and (y) each such sale or disposition shall be in an amount at least equal to the consummation thereof, this Warrant shall be deemed to be automatically exercised in whole through Net Issue Exercise as described in Section 3(c) hereof. The Company agrees that such shares to be issued to the Holder upon Net Issue Exercise as a result of a transaction described in clauses (ii) or (iii) above shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date of such transaction. A “Sale of the Company” shall mean the sale of the Company to an independent third party or group of independent third parties pursuant to which such party or parties acquire (a) Capital Stock fair market value thereof (as defined in determined by the Preferred Stock Right of First Refusal and Co-Sale Agreement) of the Company possessing the voting power under normal circumstances to elect a majority of the Company’s Board of Directors (whether by merger, consolidation of Borrower in the case of sales or sale or transfer dispositions in excess of the Capital Stock) or (b) all or substantially all of the Company’s assets determined on a consolidated basis$10.0 million). For purposes of this definition, “independent third party” means any Person who, immediately prior to such contemplated transaction, (w) does not own or have any voting or economic rights with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (x) is not an Affiliate of any Person who owns or has any voting or economic right with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (y) is not Parent, and (z) is not an Affiliate of Parent.8.03

Consolidation, Merger, Sale of Assets, etc. If at The Borrower will not, and will not permit any time while this Warrantof its Subsidiaries to, voluntarily liquidate or dissolve, or consolidate or merge with or into any portion hereofother Person, or permit any other Person to consolidate with or merge with or into it, or participate in a share exchange with or sell, lease, transfer, contribute or otherwise dispose of any of its assets to any other Person (other than sales of inventory and worn out and obsolete assets in the ordinary course of business as such business is outstanding and unexpiredconducted in compliance with Section 7.8), there shall be except that, subject in any event to compliance with the last paragraph of this Section 7.12: (a) any Subsidiary may (i) consolidate with or merge into the Borrower or any Wholly Owned Subsidiary if the Borrower or a reorganization (other than a combination, reclassification, exchange Wholly Owned Subsidiary shall be the continuing or subdivision of shares otherwise provided for herein), surviving corporation or (ii) a merger consolidate or consolidation merge with any other corporation if such Subsidiary shall be the continuing or surviving corporation; (b) any Subsidiary may sell, lease, transfer, contribute or otherwise dispose of the Company with its assets in whole or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior part to the merger are converted by virtue of Borrower or any Wholly Owned Subsidiary, and may, following any such disposition in whole, liquidate and dissolve; (c) the merger into other property, whether in the form of securities, cash, Borrower may consolidate or otherwise, or (iii) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to merge with any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision corporation if the Borrower shall be made so that the Holder of this Warrant shall thereafter be entitled continuing or surviving corporation; and (d) the Borrower or any Subsidiary, in addition to receive upon exercise of this Warrantmaking any sale, during the period specified herein and upon payment of the Exercise Price then in effectlease, the number of shares of stock transfer or other securities or property of disposition permitted by the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations7.12, consolidations, mergers, sales and transfers and may sell any of its assets for a consideration at least equal to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the fair market value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment thereof (as determined in good faith by the Company’s Board of Directors) shall be made in at the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. In addition, if at any time while this Warrant, or any portion hereof, is outstanding and unexpired, (A) there shall be any transaction (other than the occurrence of conversion of the Bridge Loan as of the Warrant Exercisability Date) as described in clauses (ii) or (iii) above that constitutes a Sale of the Company and also constitutes either (x) a Liquidation Event, (y) an Acquisition or (z) an Asset Transfer (as each such term is defined in the Certificate of Designation for the Series A-1 Preferred Stock) for the Series A-1 Preferred Stock and the Series A-1 Preferred Stock is converted or redeemed for the Liquidation Amount (as defined in the Certificate of Designation for the Series A-1 Preferred Stock), and (B) this Warrant has not been exercised prior to the consummation thereof, this Warrant shall be deemed to be automatically exercised in whole through Net Issue Exercise as described in Section 3(c) hereof. The Company agrees that such shares to be issued to the Holder upon Net Issue Exercise as a result of a transaction described in clauses (ii) or (iii) above shall be deemed to be issued to the Holder as the record owner of such shares sale but only if, immediately after giving effect to such sale, the aggregate net book value of all assets sold as permitted by this clause (d) (including all deemed dispositions pursuant to Section 7.13) during the period of the close of business twelve consecutive months ending on (and including) the date of such transactionproposed sale shall not exceed 10% of Consolidated Total Assets determined as of such date. A “Sale of the Company” shall mean the sale of the Company No consolidation, merger, sale, lease, transfer, contribution or other disposition referred to an independent third party or group of independent third parties pursuant to which such party or parties acquire in clauses (a) Capital Stock through (as defined in the Preferred Stock Right of First Refusal and Co-Sale Agreementd) of this Section 7.12 shall be permitted unless at the Company possessing the voting power under normal circumstances time of and immediately after giving effect to elect a majority of the Company’s Board of Directors (whether by merger, consolidation or sale or transfer of the Capital Stock) or (b) all or substantially all of the Company’s assets determined on a consolidated basis. For purposes of this definition, “independent third party” means any Person who, immediately prior to such contemplated transaction, no Default or Event of Default shall have occurred and be continuing. Nothing contained in this Section 7.12 shall permit the disposition of assets consisting of Debt, stock or similar interests or other securities (w) does not own or have any voting warrants, rights or economic rights with respect options to more than five percent (5%acquire stock or other securities) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (x) any Subsidiary unless such disposition is not an Affiliate of any Person who owns or has any voting or economic right also made in compliance with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (y) is not Parent, and (z) is not an Affiliate of ParentSection 7.13.

Consolidation, Merger, Sale of Assets, etc. If at any time while this Warrant(a) The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any portion hereof, is outstanding and unexpired, there shall be (i) a reorganization Person (other than a combination, reclassification, exchange consolidation or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entitya Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form merger or consolidation, no consideration (other than cash Capital Stock in the surviving Person or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in issued or distributed to the application stockholders of the provisions Company) or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of this Warrant with respect the Company shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the rights and interests Trustee, all of the Holder obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after the giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the end that Indebtedness to Total Market Capitalization Ratio (determined as of a date no earlier than 10 days prior to such transaction) of the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. In addition, if at any time while this WarrantCompany, or any portion hereofperson becoming the successor obligor of the Notes, is outstanding and unexpired, would be no greater than 130% of the Indebtedness to Total Market Capitalization Ratio of the Company immediately prior to giving effect to such transaction; PROVIDED that this clause (Aiii) there shall not apply to any transaction or series of transactions effected solely for the purpose of creating a parent corporation of which the Company shall be any transaction a Wholly Owned Subsidiary and whose stockholders shall be identical (other than without regard to the occurrence exercise of conversion options or warrants, or securities convertible or exchangeable into shares of Common Stock) to those of the Bridge Loan as Company immediately prior thereto; and (iv) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion of the Warrant Exercisability Date) as described Counsel, in clauses (ii) each case, stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED, HOWEVER, that clause (iii) above that constitutes a Sale does not apply if, in the good faith determination of the Company and also constitutes either (x) a Liquidation EventBoard, (y) an Acquisition or (z) an Asset Transfer (as each such term is defined in the Certificate of Designation for the Series A-1 Preferred Stock) for the Series A-1 Preferred Stock and the Series A-1 Preferred Stock is converted or redeemed for the Liquidation Amount (as defined in the Certificate of Designation for the Series A-1 Preferred Stock), and (B) this Warrant has not been exercised prior to the consummation thereof, this Warrant whose determination shall be deemed to be automatically exercised in whole through Net Issue Exercise as described in Section 3(c) hereof. The Company agrees that such shares to be issued to evidenced by a resolution of the Holder upon Net Issue Exercise as a result of a transaction described in clauses (ii) or (iii) above shall be deemed to be issued to Board, the Holder as the record owner principal purpose of such shares as transaction is to change the state of the close of business on the date of such transaction. A “Sale incorporation of the Company” ; and PROVIDED FURTHER that any such transaction shall mean not have as one of its purposes the sale evasion of the Company to an independent third party or group of independent third parties pursuant to which such party or parties acquire (a) Capital Stock (as defined in the Preferred Stock Right of First Refusal and Co-Sale Agreement) of the Company possessing the voting power under normal circumstances to elect a majority of the Company’s Board of Directors (whether by merger, consolidation or sale or transfer of the Capital Stock) or (b) all or substantially all of the Company’s assets determined on a consolidated basis. For purposes of this definition, “independent third party” means any Person who, immediately prior to such contemplated transaction, (w) does not own or have any voting or economic rights with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (x) is not an Affiliate of any Person who owns or has any voting or economic right with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (y) is not Parent, and (z) is not an Affiliate of Parentforegoing limitations.

Consolidation, Merger, Sale of Assets, etc. If (a) Neither the Borrower nor Trizec will, nor will either of them permit any Credit Party to, wind up, liquidate or dissolve its affairs, discontinue its business, or enter into any transaction of merger or consolidation, or agree to do any of the foregoing at any future time while this Warrantwithout a contingency relating to obtaining any required approval hereunder, except that so long as no Specified Default or any portion hereofEvent of Default then exists or would result therefrom (including, is outstanding and unexpiredwithout limitation, there an Event of Default under Section 8.04 or 10.09), the following shall be permitted: (i) any then existing Subsidiary of Trizec may be merged or consolidated with or into, or be liquidated into, the Borrower (so long as the Borrower is the surviving Company), or a reorganization Subsidiary Guarantor (other than so long as a combination, reclassification, exchange or subdivision of shares otherwise provided for hereinSubsidiary Guarantor is the surviving Company), (ii) any Person that is not a merger Subsidiary of Trizec at such time may be merged or consolidation of the Company consolidated with or into another corporation in which the Company is not the surviving entityinto, or liquidated into, a reverse triangular merger in which the Company Credit Party (so long as such Credit Party is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property), whether provided that, in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder case of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. In addition, if at any time while this Warrant, or any portion hereof, is outstanding and unexpired, (A) there shall be any transaction (other than the occurrence of conversion of the Bridge Loan as of the Warrant Exercisability Date) as described in clauses clause (ii) or (iii) above that constitutes a Sale of the Company and also constitutes either ), (x) a Liquidation Eventthe Person which is merged or consolidated into such Credit Party is predominantly in the commercial real estate business, (y) an Acquisition or (z) an Asset Transfer (as each such term is defined in if rated, the Certificate respective creditworthiness of Designation for the Series A-1 Preferred Stock) for the Series A-1 Preferred Stock Trizec’s and the Series A-1 Preferred Stock is converted Borrower’s long term unsecured debt or redeemed for the Liquidation Amount (implied senior debt, as defined in the Certificate of Designation for the Series A-1 Preferred Stock)applicable, and (B) this Warrant has not been exercised prior to the consummation thereof, this Warrant shall be deemed to be automatically exercised in whole through Net Issue Exercise as described in Section 3(c) hereof. The Company agrees that such shares to be issued to the Holder upon Net Issue Exercise as a result of a transaction described in clauses (ii) or (iii) above shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date of such transaction. A “Sale of the Company” shall mean the sale of the Company to an independent third party or group of independent third parties pursuant to which such party or parties acquire (a) Capital Stock (as defined in the Preferred Stock Right of First Refusal and Co-Sale Agreement) of the Company possessing the voting power under normal circumstances to elect a majority of the Company’s Board of Directors (whether by merger, consolidation or sale or transfer of the Capital Stock) or (b) all or substantially all of the Company’s assets determined on a consolidated basis. For purposes of this definition, “independent third party” means any Person who, immediately prior after giving effect to such contemplated transaction, (w) does not own merger or have any voting or economic rights with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (x) consolidation is not an Affiliate of any Person who owns lower than Trizec’s and the Borrower’s respective creditworthiness two months immediately preceding such merger or has any voting or economic right with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (y) is not Parentconsolidation, and (z) the then fair market value of the assets of the Person which is not an Affiliate merged or consolidated into such Credit Party is less than 25% of ParentTrizec’s Consolidated Total Asset Value immediately after giving effect to such merger or consolidation and (iii) any Subsidiary Guarantor may be converted into a limited liability company by statutory election or by merger into another Subsidiary of the Borrower which is already a limited liability company.

Consolidation, Merger, Sale of Assets, etc. If Except as otherwise provided in this Section 7.2, the Borrower will not convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of the shares of capital stock of the Guarantor from time while this Warrantto time outstanding. The Borrower will not permit the Guarantor to and will cause the Guarantor not to wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any portion hereofof the foregoing at any future time) all or any part of its property or assets, is outstanding or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and unexpiredequipment in the ordinary course of business) of any Person, there shall be except that (i) a reorganization (other than a combination, reclassification, exchange or subdivision the Guarantor may make sales of shares otherwise provided for herein)inventory in the ordinary course of business, (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entityGuarantor may, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form ordinary course of securitiesbusiness, cashsell or otherwise dispose of equipment which is uneconomic or obsolete, or otherwise, or and (iii) a sale or transfer the Guarantor may make capital expenditures in the ordinary course of the Company’s properties and assets as, or substantially as, an entirety to any other person, then, business. Except as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as otherwise provided in this Section 11. The foregoing provisions 7.2, the Borrower will not permit the Guarantor to and will cause the Guarantor not to authorize or issue any shares of this Section 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the capital stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation Guarantor to any shares or other property deliverable after that event upon exercise of this Warrant. In addition, if at any time while this Warrant, or any portion hereof, is outstanding and unexpired, (A) there shall be any transaction (Person other than the occurrence Borrower. So long as no Event of conversion Default then exists or would result therefrom, the Borrower may sell, and the Guarantor may issue, shares of capital stock of the Bridge Loan as Guarantor which on a fully diluted basis, together with all other shares of capital stock sold or issued in accordance with this Section 7.2, would constitute no more than 49% of the Warrant Exercisability Date) as described in clauses (ii) or (iii) above that constitutes a Sale issued and outstanding shares of capital stock of the Company Guarantor following such sale or issuance, provided that the portion of the net proceeds of such sale or issuance which are required to be applied to the prepayment of the Term Loan pursuant to Section 3.2 hereof are so applied and also constitutes either (x) a Liquidation Event, (y) an Acquisition or (z) an Asset Transfer (as each the remainder of such term is defined net proceeds are invested in the Certificate of Designation for the Series A-1 Preferred Stock) for the Series A-1 Preferred Stock and the Series A-1 Preferred Stock is converted or redeemed for the Liquidation Amount (as defined in the Certificate of Designation for the Series A-1 Preferred Stock), and (B) this Warrant has not been exercised prior to the consummation thereof, this Warrant shall be deemed to be automatically exercised in whole through Net Issue Exercise as described in Section 3(c) hereof. The Company agrees that such shares to be issued to the Holder upon Net Issue Exercise as a result of a transaction described in clauses (ii) or (iii) above shall be deemed to be issued to the Holder as the record owner of such shares as business of the close of business on Guarantor in accordance with the date of such transaction. A “Sale of the Company” shall mean the sale of the Company to an independent third party or group of independent third parties pursuant to which such party or parties acquire (a) Capital Stock (as defined in the Preferred Stock Right of First Refusal and Co-Sale Agreement) of the Company possessing the voting power under normal circumstances to elect a majority of the Company’s Board of Directors (whether by merger, consolidation or sale or transfer of the Capital Stock) or (b) all or substantially all of the Company’s assets determined on a consolidated basis. For purposes terms of this definition, “independent third party” means any Person who, immediately prior to such contemplated transaction, (w) does not own or have any voting or economic rights with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (x) is not an Affiliate of any Person who owns or has any voting or economic right with respect to more than five percent (5%) of the Capital Stock on a fully-diluted and as converted to Common Stock basis, (y) is not Parent, and (z) is not an Affiliate of ParentAgreement.