ABOVE
(INCLUDING, WITHOUT LIMITATION, GIVING EFFECT TO ANY INDEBTEDNESS AND ACQUIRED
INDEBTEDNESS INCURRED OR ANTICIPATED TO BE INCURRED AND ANY LIEN GRANTED IN
CONNECTION WITH OR IN RESPECT OF THE TRANSACTION), NO DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED OR BE CONTINUING; AND
(4)
THE COMPANY OR THE SURVIVING ENTITY SHALL HAVE DELIVERED TO THE
TRUSTEE AN OFFICERS' CERTIFICATE AND AN OPINION OF COUNSEL, EACH STATING THAT
SUCH CONSOLIDATION, MERGER, SALE, ASSIGNMENT, TRANSFER, LEASE, CONVEYANCE OR
OTHER DISPOSITION AND, IF A SUPPLEMENTAL INDENTURE IS REQUIRED IN CONNECTION
WITH SUCH TRANSACTION, SUCH SUPPLEMENTAL INDENTURE COMPLY WITH THE APPLICABLE
PROVISIONS OF THIS INDENTURE AND THAT ALL CONDITIONS PRECEDENT IN THIS INDENTURE
RELATING TO SUCH TRANSACTION HAVE BEEN SATISFIED.
For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Subsidiaries of the
Company the Capital Stock of which constitutes all or substantially all of the
properties and assets of the Company, shall be deemed to be the transfer of all
or substantially all of the properties and assets of the Company.
SECTION 5.02.
SUCCESSOR CORPORATION SUBSTITUTED.
UPON ANY CONSOLIDATION OR
MERGER, OR ANY SALE, ASSIGNMENT, TRANSFER, LEASE, CONVEYANCE OR OTHER
DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY IN
ACCORDANCE WITH SECTION 5.01 HEREOF, IN WHICH THE COMPANY IS NOT THE CONTINUING
CORPORATION, THE SUCCESSOR CORPORATION FORMED BY SUCH CONSOLIDATION OR INTO OR
WITH WHICH THE COMPANY IS MERGED OR TO WHICH SUCH SALE, ASSIGNMENT, TRANSFER,
LEASE, CONVEYANCE OR OTHER DISPOSITION IS MADE SHALL SUCCEED TO, AND BE
SUBSTITUTED FOR (SO THAT FROM AND AFTER THE DATE OF SUCH CONSOLIDATION, MERGER,
SALE, LEASE, CONVEYANCE OR OTHER DISPOSITION, THE PROVISIONS OF THIS INDENTURE
REFERRING TO THE "COMPANY" SHALL REFER INSTEAD TO THE SUCCESSOR CORPORATION AND
NOT TO THE COMPANY), AND MAY EXERCISE EVERY RIGHT AND POWER OF, THE COMPANY
UNDER THIS INDENTURE AND THE NOTES WITH THE SAME EFFECT AS IF SUCH SUCCESSOR
CORPORATION HAD BEEN NAMED AS THE COMPANY HEREIN; PROVIDED, HOWEVER, THAT, IN
THE CASE OF A TRANSFER BY LEASE, THE PREDECESSOR COMPANY SHALL NOT BE RELIEVED
FROM THE OBLIGATION TO PAY THE PRINCIPAL OF AND INTEREST ON THE NOTES.
46
ARTICLE 6
DEFAULTS AND REMEDIES
SECTION 6.01.
EVENTS OF DEFAULT.
THE FOLLOWING ARE "EVENTS OF DEFAULT":
(1)
THE FAILURE TO PAY INTEREST ON ANY NOTES WHEN THE SAME BECOMES DUE
AND PAYABLE AND THE DEFAULT CONTINUES FOR A PERIOD OF 30 DAYS;
(2)
THE FAILURE TO PAY THE PRINCIPAL ON ANY NOTES, WHEN SUCH PRINCIPAL
BECOMES DUE AND PAYABLE, AT MATURITY OR OTHERWISE;
(3)
A DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF ANY OTHER COVENANT
OR AGREEMENT CONTAINED IN THIS INDENTURE AND SUCH DEFAULT CONTINUES FOR A PERIOD
OF 30 DAYS AFTER THE COMPANY RECEIVES WRITTEN NOTICE SPECIFYING THE DEFAULT (AND
DEMANDING THAT SUCH DEFAULT BE REMEDIED) FROM THE TRUSTEE OR THE HOLDERS OF AT
LEAST 25% OF THE OUTSTANDING