(2) the Continuing Entity expressly assumes, by an indenture supplemental to the Indenture, all of the Companys obligations under the Notes and the Indenture;
(3) immediately after giving effect to such transaction, no Default or Event of Default (as defined below) shall have occurred and be continuing; and
(4) the Company or the Continuing Entity delivers to the Trustee an Officers Certificate and an Opinion of Counsel, subject to customary qualifications and exceptions, each stating that such consolidation, merger, assignment, transfer or conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Section 5.03 and that all conditions precedent provided for in the Indenture relating to such transaction have been satisfied.
(b) Notwithstanding anything in this Section 5.03, any conveyance, transfer or lease of an asset or property between or among the Company and its Subsidiaries will not be prohibited under the Indenture.
For the avoidance of doubt, a pledge, mortgage, charge, lien, encumbrance, hypothecation or grant of any other security interest on an asset or property shall not be considered as a sale, assignment, transfer, conveyance or disposal of such asset or property.
Section 5.04. Events of Default. Section 7.01 of the Base Indenture shall not apply to the Notes. Each of the following events shall constitute an Event of Default with respect to the Notes:
(a) default for 30 days in the payment when due of interest on the Notes;
(b) default in the payment when due (at maturity, upon redemption, repurchase or otherwise) of the principal of, or premium, if any, on the Notes;
(c) failure by the Company to comply with any payment obligations (including, without limitation, obligations as to the timing or amount of such payments) described under Section 4.03;
(d) failure by the Company for 90 days after receipt of written notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes to comply with any of the other agreements in the Indenture not identified in clauses (a), (b) or (c) above;
(e) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the date of the Indenture, or is created after the date
- 18 -