Notwithstanding the restrictions set forth in the preceding paragraph, the Company and its
Subsidiaries may enter into any sale and leaseback transaction that would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions,
together with all Indebtedness outstanding pursuant to the third paragraph of the Limitation on Liens covenant described above, does not exceed 15% of the Consolidated Net Assets of the Company calculated as of the closing date of
the sale and leaseback transaction.
Merger, Consolidation or Sale of Assets
The Company may not consolidate with or sell, lease or convey all or substantially all of its properties or assets to, or merge with or into,
any other Person, unless:
(1) the Company is the continuing Person or, alternatively, the successor
Person formed by or resulting from such consolidation or merger, or the Person that receives the transfer of such properties or assets, is a corporation or limited liability company organized under the laws of any state or the District of Columbia
and expressly assumes the obligations of the Company under the notes;
(2) immediately after giving
effect to such transaction, no event of default and no event that, after notice or the lapse of time, or both, would become an event of default has occurred and is continuing; and
(3) an officers certificate and legal opinion are delivered to the trustee, each stating that the
consolidation, merger, conveyance or transfer complies with clauses (1) and (2) above.
The successor Person will succeed to,
and be substituted for, the Company, and may exercise all of the rights and powers of the Company, under the indenture. The Company will be relieved of all obligations and covenants under the notes and the indenture, provided, that in the
case of a lease of all or substantially all of properties or assets of the Company, the Company will not be released from the obligation to pay the principal of and premium, if any, and interest on the notes.
Events of Default
Each of the following
is an event of default under the indenture with respect to the applicable series of notes:
(1) a default in any payment of interest on any note of such series when due, which continues for 30
days,
(2) a default in the payment of principal of or premium, if any, on any note of such series
when due at its stated maturity date, upon optional redemption or otherwise;
(3) a failure by the
Company to repurchase notes of such series tendered for repurchase following the occurrence of a Change of Control Repurchase Event in conformity with the covenant set forth under Purchase of Notes upon a Change of Control Repurchase
Event;
(4) a failure by the Company to comply with their other agreements contained in the
indenture, which continues for 90 days after written notice thereof to the Company by the trustee or to the Company and the trustee by the holders of not less than 25% in principal amount of the outstanding notes of such series (including any
additional notes);
(5) (a) a failure to make any payment at maturity, including any applicable
grace period, on any Indebtedness of the Company or Subsidiaries of the Company (other than Indebtedness of the Company or of a Subsidiary owing to the Company or any of its Subsidiaries) outstanding in an amount in excess of $100,000,000 and
continuance of this failure to pay or (b) a default on any Indebtedness of the Company or Subsidiaries of the Company (other than Indebtedness owing to the Company or any of its Subsidiaries), which default results in the acceleration of such
Indebtedness in an amount in excess of $100,000,000 without such Indebtedness having been discharged or the acceleration having been cured, waived, rescinded
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