Common use of Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions Clause in Contracts

Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions. The Corporation will not consolidate with, amalgamate or merge into any other Person or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets (any such transaction, a “Subject Transaction”), other than with or into one or more of the Corporation’s Wholly-Owned Subsidiaries and other than such transactions as are permitted under this Indenture, unless in any such case: (a) the Corporation shall be the continuing Person, or if not, in the case of a successor Person (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the assets of the Corporation) (such Person being referred to as the “Successor Entity”), such Successor Entity shall (in the case where it is a successor Person to the Corporation) (i) be organized and existing under the laws of Canada or of any province thereof, and (ii) expressly assume the due and punctual payment of the principal of, the premium, if any, and interest on all Outstanding Debentures, according to their tenor (or issue Exchanged Debentures pursuant to Article 3). Such Successor Entity shall in all instances expressly assume the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Corporation by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by the Successor Entity; (b) in the case where the Successor Entity is a successor Person to the Corporation, the Debentures will be valid and binding obligations of the Successor Entity entitling the Holders thereof, as against the Successor Entity, to all the rights of Debentureholders under this Indenture; (c) there shall not immediately after the date of this Indenture of the Subject Transaction be a Default or Event of Default; and (d) if the Corporation will not be the continuing Person, the Corporation shall have, at or prior to the date of this Indenture of the Subject Transaction delivered to the Trustee an Officer’s Certificate stating that the Subject Transaction complies with this Section 13.1 and, if a supplemental indenture is required in connection with the Subject Transaction, such supplemental indenture complies with this Article, and that all conditions precedent herein provided for and relating to the Subject Transaction have been complied with. Upon the assumption of the Corporation’s obligations by the Successor Entity in such circumstances, the Corporation shall be discharged from all obligations under the Debentures and this Indenture. Although Subject Transactions are permitted under this Indenture subject to compliance with this Article 10, certain Subject Transactions may constitute a Change of Control of the Corporation, permitting each Holder to require the Corporation to purchase the Debentures of such holder as provided in this Indenture.

Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions. The Corporation will shall not consolidate with, amalgamate or merge into any other Person or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets (any such transaction, a “Subject Transaction”), other than with or into one or more of the Corporation’s Wholly-Owned Subsidiaries and other than such transactions as are permitted under this Indenture, unless in any such case: (a) the Corporation shall be the continuing Person, or if not, in the case of a successor Person (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the assets of the Corporation) (such Person being referred to as the “Successor Entity”), such Successor Entity shall (in the case where it is a successor Person to the Corporation) (i) be organized and existing under the laws of Canada or of any province thereof, and (ii) expressly assume the due and punctual payment of the principal of, the premium, if any, and interest on all Outstanding Debentures, according to their tenor (or issue Exchanged Debentures pursuant to Article 3Section 3.1). Such Successor Entity shall in all instances expressly assume the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Corporation by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by the Successor Entity; (b) in the case where the Successor Entity is a successor Person to the Corporation, the Debentures will be valid and binding obligations of the Successor Entity entitling the Holders thereof, as against the Successor Entity, to all the rights of Debentureholders under this Indenture; (c) there shall not immediately after the date of this Indenture of the Subject Transaction be a Default or Event of Default; and (d) if the Corporation will not be the continuing Person, the Corporation shall have, at or prior to the date of this Indenture of the Subject Transaction delivered to the Trustee an Officer’s Certificate stating that the Subject Transaction complies with this Section 13.1 10.1 and, if a supplemental indenture is required in connection with the Subject Transaction, such supplemental indenture complies with this Article, and that all conditions precedent herein provided for and relating to the Subject Transaction have been complied with. Upon the assumption of the Corporation’s obligations by the Successor Entity in such circumstances, the Corporation shall be discharged from all obligations under the Debentures and this Indenture. Although Subject Transactions are permitted under this Indenture subject to compliance with this Article 10, certain Subject Transactions may constitute a Change of Control of the Corporation, permitting each Holder to require the Corporation to purchase the Debentures of such holder as provided in this Indenture.

Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions. The Corporation will not consolidate with, amalgamate or merge into any other Person or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets (any such transaction, a “Subject Transaction”), other than with or into one or more of the Corporation’s Wholly-Owned Subsidiaries and other than such transactions as are permitted under this Indenture, unless in any such case:‌ (a) the Corporation shall be the continuing Person, or if not, in the case of a successor Person (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the assets of the Corporation) (such Person being referred to as the “Successor Entity”), such Successor Entity shall (in the case where it is a successor Person to the Corporation) (i) be organized and existing under the laws of Canada or of any province thereof, and (ii) expressly assume the due and punctual payment of the principal of, the premium, if any, and interest on all Outstanding Debentures, according to their tenor (or issue Exchanged Debentures pursuant to Article 3). Such Successor Entity shall in all instances expressly assume the due and punctual performance and observance of all the covenants and conditions of this Warrant Indenture to be performed by the Corporation by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by the Successor Entity;Entity;‌ (b) in the case where the Successor Entity is a successor Person to the Corporation, the Debentures Warrants will be valid and binding obligations of the Successor Entity entitling the Holders thereof, as against the Successor Entity, to all the rights of Debentureholders Holders under this Warrant Indenture; (c) there shall not immediately after the date of this Warrant Indenture of the Subject Transaction be a Default or Event of Defaultany default; and (d) if the Corporation will not be the continuing Person, the Corporation shall have, at or prior to the date of this Warrant Indenture of the Subject Transaction delivered to the Trustee an Officer’s Certificate stating that the Subject Transaction complies with this Section 13.1 8.1 and, if a supplemental indenture is required in connection with the Subject Transaction, such supplemental indenture complies with this Article, and that all conditions precedent herein provided for and relating to the Subject Transaction have been complied with. Upon the assumption of the Corporation’s obligations by the Successor Entity in such circumstances, the Corporation shall be discharged from all obligations under the Debentures Warrants and this Indenture. Although Subject Transactions are permitted under this Indenture subject to compliance with this Article 10, certain Subject Transactions may constitute a Change of Control of the Corporation, permitting each Holder to require the Corporation to purchase the Debentures of such holder as provided in this Warrant Indenture.

Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions. The Corporation will shall not consolidate with, amalgamate or merge into any other Person or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets (any such transaction, a “"Subject Transaction”"), other than with or into one or more of the Corporation’s 's Wholly-Owned Subsidiaries and other than such transactions as are permitted under this Indenture, unless in any such case: (a) the Corporation shall be the continuing Person, or if not, in the case of a successor Person (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the assets of the Corporation) (such Person being referred to as the “"Successor Entity”"), such Successor Entity shall (in the case where it is a successor Person to the Corporation) (i) be organized and existing under the laws of Canada or of any province thereof, and (ii) expressly assume the due and punctual payment of the principal of, the premium, if any, and interest on all Outstanding Debentures, according to their tenor (or issue Exchanged Debentures pursuant to Article 3Section 3.1). Such Successor Entity shall in all instances expressly assume the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Corporation by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by the Successor Entity; (b) in the case where the Successor Entity is a successor Person to the Corporation, the Debentures will be valid and binding obligations of the Successor Entity entitling the Holders thereof, as against the Successor Entity, to all the rights of Debentureholders under this Indenture; (c) there shall not immediately after the date of this Indenture of the Subject Transaction be a Default or Event of Default; and (d) if the Corporation will not be the continuing Person, the Corporation shall have, at or prior to the date of this Indenture of the Subject Transaction delivered to the Trustee an Officer’s 's Certificate stating that the Subject Transaction complies with this Section 13.1 10.1 and, if a supplemental indenture is required in connection with the Subject Transaction, such supplemental indenture complies with this Article, and that all conditions precedent herein provided for and relating to the Subject Transaction have been complied with. Upon the assumption of the Corporation’s 's obligations by the Successor Entity in such circumstances, the Corporation shall be discharged from all obligations under the Debentures and this Indenture. Although Subject Transactions are permitted under this Indenture subject to compliance with this Article 10, certain Subject Transactions may constitute a Change of Control of the Corporation, permitting each Holder to require the Corporation to purchase the Debentures of such holder as provided in this Indenture.

Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions. The Corporation will shall not consolidate with, amalgamate or merge into any other Person or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets (any such transaction, a “Subject Transaction”), other than with or into one or more of the Corporation’s Wholly-Owned Subsidiaries and other than such transactions as are permitted under this Warrant Indenture, unless in any such case: (a) the Corporation shall be the continuing Person, or if not, in the case of a successor Person (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the assets of the Corporation) (such Person being referred to as the “Successor Entity”), such Successor Entity shall (in the case where it is a successor Person to the Corporation) (i) be organized and existing under the laws of Canada or of any province thereof, and (ii) expressly assume the due and punctual payment of the principal of, the premium, if any, and interest on all Outstanding Debentures, according to their tenor (or issue Exchanged Debentures pursuant to Article 3). Such Successor Entity shall in all instances expressly assume the due and punctual performance and observance of all the covenants and conditions of this Warrant Indenture to be performed by the Corporation by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by the Successor Entity; (b) in the case where the Successor Entity is a successor Person to the Corporation, the Debentures Warrants will be valid and binding obligations of the Successor Entity entitling the Holders thereof, as against the Successor Entity, to all the rights of Debentureholders Holders under this Warrant Indenture; (c) there shall not immediately after the date of this Warrant Indenture of the Subject Transaction be a Default or Event of Defaultany default; and (d) if the Corporation will not be the continuing Person, the Corporation shall have, at or prior to the date of this Warrant Indenture of the Subject Transaction delivered to the Trustee an Officer’s Certificate stating that the Subject Transaction complies with this Section 13.1 8.1 and, if a supplemental indenture is required in connection with the Subject Transaction, such supplemental indenture complies with this Article, and that all conditions precedent herein provided for and relating to the Subject Transaction have been complied with. Upon the assumption of the Corporation’s obligations by the Successor Entity in such circumstances, the Corporation shall be discharged from all obligations under the Debentures Warrants and this Indenture. Although Subject Transactions are permitted under this Indenture subject to compliance with this Article 10, certain Subject Transactions may constitute a Change of Control of the Corporation, permitting each Holder to require the Corporation to purchase the Debentures of such holder as provided in this Warrant Indenture.

Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions. The Neither the Corporation nor any of the Obligors or Guarantors will not consolidate with, amalgamate or merge into any other Person or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets (any such transaction, a “"Subject Transaction”"), other than with or into one or more of the Corporation’s Wholly-Owned Subsidiaries and other than such transactions as are permitted under this Indenture, unless in any such case: (a) either the Corporation or Obligor shall be the continuing Person, or if not, in the case of a successor Person (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the assets of the CorporationCorporation or an Obligor) (such Person being referred to as the “"Successor Entity”"), such Successor Entity shall (in the case where it is a successor Person to the Corporation) (i) be organized and existing under the laws of Canada or of any province thereof, and (ii) expressly assume the due and punctual payment of the principal of, the premium, if any, and interest on all Outstanding Debentures, according to their tenor (or issue Exchanged Debentures pursuant to Article 3)tenor. Such Successor Entity shall in all instances expressly assume the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Corporation or Obligor to which it succeeds by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by the Successor EntityEntity and, in addition, in the case of a Successor Entity to any Guarantor but Guarantee satisfactory to the Trustee executed and delivered to the Trustee; (b) in the case where the Successor Entity is a successor Person to the Corporation, the Debentures will be valid and binding obligations of the Successor Entity entitling the Holders thereof, as against the Successor Entity, to all the rights of Debentureholders under this Indenture; (c) there shall not immediately after the date of this Indenture of the Subject Transaction be a Default or Event of Default; and (d) if the Corporation Corporation, an Obligor or a Guarantor will not be the continuing Person, the Corporation shall have, at or prior to the date of this Indenture of the Subject Transaction delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the Subject Transaction complies with this Section 13.1 12.1 and, if a supplemental indenture is required in connection with the Subject Transaction, such supplemental indenture complies with this Article, and that all conditions precedent herein provided for and relating to the Subject Transaction have been complied with. Upon the assumption of the Corporation’s or any Guarantor’s obligations by the Successor Entity Entity, in such circumstances, the Corporation or the Guarantor, as applicable, shall be discharged from all obligations under the Debentures and this Indenture. Although Subject Transactions are permitted under this Indenture subject to compliance with this Article 1012, certain Subject Transactions may constitute a Change of Control of the Corporation, permitting each Holder to require the Corporation to purchase the Debentures of such holder as provided in this Indenture.

Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions. The Corporation will shall not consolidate with, amalgamate or merge into any other Person or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets (any such transaction, a “"Subject Transaction”"), other than with or into one or more of the Corporation’s 's Wholly-Owned Subsidiaries and other than such transactions as are permitted under this Warrant Indenture, unless in any such case: (a) the Corporation shall be the continuing Person, or if not, in the case of a successor Person (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the assets of the Corporation) (such Person being referred to as the “"Successor Entity”"), such Successor Entity shall (in the case where it is a successor Person to the Corporation) (i) be organized and existing under the laws of Canada or of any province thereof, and (ii) expressly assume the due and punctual payment of the principal of, the premium, if any, and interest on all Outstanding Debentures, according to their tenor (or issue Exchanged Debentures pursuant to Article 3). Such Successor Entity shall in all instances expressly assume the due and punctual performance and observance of all the covenants and conditions of this Warrant Indenture to be performed by the Corporation by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by the Successor Entity; (b) in the case where the Successor Entity is a successor Person to the Corporation, the Debentures Warrants will be valid and binding obligations of the Successor Entity entitling the Holders thereof, as against the Successor Entity, to all the rights of Debentureholders Holders under this Warrant Indenture; (c) there shall not immediately after the date of this Warrant Indenture of the Subject Transaction be a Default or Event of Defaultany default; and (d) if the Corporation will not be the continuing Person, the Corporation shall have, at or prior to the date of this Warrant Indenture of the Subject Transaction delivered to the Trustee an Officer’s 's Certificate stating that the Subject Transaction complies with this Section 13.1 9.1 and, if a supplemental indenture is required in connection with the Subject Transaction, such supplemental indenture complies with this Article, and that all conditions precedent herein provided for and relating to the Subject Transaction have been complied with. Upon the assumption of the Corporation’s 's obligations by the Successor Entity in such circumstances, the Corporation shall be discharged from all obligations under the Debentures Warrants and this Indenture. Although Subject Transactions are permitted under this Indenture subject to compliance with this Article 10, certain Subject Transactions may constitute a Change of Control of the Corporation, permitting each Holder to require the Corporation to purchase the Debentures of such holder as provided in this Warrant Indenture.

Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions. The Neither the Corporation nor any of the Guarantors will not consolidate with, amalgamate or merge into any other Person or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets (any such transaction, a “Subject Transaction”), other than with or into one or more of the Corporation’s Wholly-Owned Subsidiaries and other than such transactions as are permitted under this Indenture, unless in any such case: (a) either the Corporation or Guarantor shall be the continuing Person, or if not, in the case of a successor Person (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the assets of the CorporationCorporation or a Guarantor) (such Person being referred to as the “Successor Entity”), such Successor Entity shall (in the case where it is a successor Person to the Corporation) (i) be organized and existing under the laws of Canada or of any province thereof, and (ii) expressly assume the due and punctual payment of the principal of, the premium, if any, and interest on all Outstanding Debentures, according to their tenor (or issue Exchanged Successor Debentures pursuant to Article 3). Such Successor Entity shall in all instances expressly assume the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Corporation or Guarantor to which it succeeds by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by the Successor EntityEntity and, in addition, in the case of a Successor Entity to any Guarantor by Guarantee satisfactory to the Trustee executed and delivered to the Trustee; (b) in the case where the Successor Entity is a successor Person to the Corporation, the Debentures will be valid and binding obligations of the Successor Entity entitling the Holders thereof, as against the Successor Entity, to all the rights of Debentureholders under this Indenture; (c) there shall not immediately after the date of this Indenture of the Subject Transaction be a Default or Event of Default; and (d) if the Corporation or a Guarantor will not be the continuing Person, the Corporation shall have, at or prior to the date of this Indenture of the Subject Transaction delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the Subject Transaction complies with this Section 13.1 and, if a supplemental indenture or a Guarantee is required in connection with the Subject Transaction, such supplemental indenture or Guarantee complies with this Article, and that all conditions precedent herein provided for and relating to the Subject Transaction have been complied with. Upon the assumption of the Corporation’s or any of the Guarantors’ obligations by the Successor Entity in such circumstances, the Corporation or the Guarantor, as applicable, shall be discharged from all obligations under the Debentures and this IndentureIndenture and, in the case of a Guarantor, the Guarantee. Although Subject Transactions are permitted under this Indenture subject to compliance with this Article 1013, certain Subject Transactions may constitute a Change of Control of the Corporation, permitting each Holder to require the Corporation to purchase the Debentures of such holder as provided in this Indenture.

Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions. The Subject to Article 15, the Corporation will not consolidate with, or amalgamate or merge into with any other Person corporation or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets (any such transaction, a “Subject Transaction”), other than with or into one or more of the Corporation’s Wholly-Owned Subsidiaries and other than such transactions as are permitted under this Indentureassets, unless in any such case: (a) either the Corporation shall be the continuing Personcorporation, or if not, in the case of a successor Person corporation (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the assets of the Corporation’s assets) (such corporation or Person being referred to as the “Successor EntityCorporation”), such Successor Entity shall (in the case where it ) is a successor Person to the Corporation) (i) be organized and or existing under the laws of Canada or of any province or territory thereof, or of the United States of America or a state thereof or of the District of Columbia, and (ii) shall expressly assume the due and punctual payment of the principal of, the premium, if any, and interest on all Outstanding Debentures, according to their tenor (or issue Exchanged Debentures pursuant to Article 3). Such Successor Entity shall in all instances expressly assume tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Corporation by supplemental indenture satisfactory to the Indenture Trustee, executed and delivered to the Indenture Trustee by the Successor Entitysuch corporation; (b) in the case where the Successor Entity is a successor Person to the Corporation, the Debentures will be valid and binding obligations of the Successor Entity Corporation entitling the Holders thereof, as against the Successor EntityCorporation, to all the rights of Debentureholders under this Indenture; (c) there the Corporation or such Successor Corporation, as the case may be, shall not immediately after the date of thereafter be in default under this Indenture or the Debentures; (d) in the case of a Person constituted or organized under the laws of a province, territory, state or jurisdiction other than the laws of the Subject Transaction be a Default Province of Ontario, such Person shall attorn to the jurisdiction of the courts of the Province of Ontario in the event of any dispute, conflict or Event litigation relating to, arising out of Defaultor based on this Indenture or the Debentures; and (de) if no condition or event shall exist as to the Corporation will not be (at the continuing Person, time of such transaction) or the Successor Corporation (immediately after such transaction) and after giving full effect thereto or immediately after the Successor Corporation shall havebecome liable to pay the principal monies, at or prior to the date of this Indenture of the Subject Transaction delivered to the Trustee an Officer’s Certificate stating that the Subject Transaction complies with this Section 13.1 andpremium, if a supplemental indenture is required in connection with the Subject Transactionany, such supplemental indenture complies with this Articleinterest and other monies due or which may become due hereunder, and that all conditions precedent herein provided for and relating to the Subject Transaction have been complied with. Upon the assumption which constitutes or would constitute an Event of the Corporation’s obligations by the Successor Entity in such circumstances, the Corporation shall be discharged from all obligations under the Debentures and this Indenture. Although Subject Transactions are permitted under this Indenture subject to compliance with this Article 10, certain Subject Transactions may constitute a Change of Control of the Corporation, permitting each Holder to require the Corporation to purchase the Debentures of such holder as provided in this IndentureDefault hereunder.

Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions. The Corporation will shall not consolidate with, amalgamate or merge into any other Person or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets (any such transaction, a “"Subject Transaction”"), other than with or into one or more of the Corporation’s 's Wholly-Owned Subsidiaries and other than such transactions as are permitted under this Warrant Indenture, unless in any such case: (a) the Corporation shall be the continuing Person, or if not, in the case of a successor Person (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the assets of the Corporation) (such Person being referred to as the “"Successor Entity”"), such Successor Entity shall (in the case where it is a successor Person to the Corporation) (i) be organized and existing under the laws of Canada or of any province thereof, and (ii) expressly assume the due and punctual payment of the principal of, the premium, if any, and interest on all Outstanding Debentures, according to their tenor (or issue Exchanged Debentures pursuant to Article 3). Such Successor Entity shall in all instances expressly assume the due and punctual performance and observance of all the covenants and conditions of this Warrant Indenture to be performed by the Corporation by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by the Successor Entity; (b) in the case where the Successor Entity is a successor Person to the Corporation, the Debentures Warrants will be valid and binding obligations of the Successor Entity entitling the Holders thereof, as against the Successor Entity, to all the rights of Debentureholders Holders under this Warrant Indenture; (c) there shall not immediately after the date of this Warrant Indenture of the Subject Transaction be a Default or Event of Defaultany default; and (d) if the Corporation will not be the continuing Person, the Corporation shall have, at or prior to the date of this Warrant Indenture of the Subject Transaction delivered to the Trustee an Officer’s 's Certificate stating that the Subject Transaction complies with this Section 13.1 8.1 and, if a supplemental indenture is required in connection with the Subject Transaction, such supplemental indenture complies with this Article, and that all conditions precedent herein provided for and relating to the Subject Transaction have been complied with. Upon the assumption of the Corporation’s 's obligations by the Successor Entity in such circumstances, the Corporation shall be discharged from all obligations under the Debentures Warrants and this Indenture. Although Subject Transactions are permitted under this Indenture subject to compliance with this Article 10, certain Subject Transactions may constitute a Change of Control of the Corporation, permitting each Holder to require the Corporation to purchase the Debentures of such holder as provided in this Warrant Indenture.

Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions. The Corporation will shall not consolidate with, amalgamate or merge into any other Person or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets (any such transaction, a “Subject Transaction”), other than with or into one or more of the Corporation’s Wholly-Owned Subsidiaries and other than such transactions as are permitted under this Indenture, unless in any such case: (a) the Corporation shall be the continuing Person, or if not, in the case of a successor Person (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the assets of the Corporation) (such Person being referred to as the “Successor Entity”), such Successor Entity shall (in the case where it is a successor Person to the Corporation) (i) be organized and existing under the laws of Canada or of any province thereof, and (ii) expressly assume the due and punctual payment of the principal of, the premium, if any, and interest on all Outstanding Debentures, according to their tenor (or issue Exchanged Debentures Debenturess pursuant to Article 3Section 3.1). Such Successor Entity shall in all instances expressly assume the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Corporation by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by the Successor Entity; (b) in the case where the Successor Entity is a successor Person to the Corporation, the Debentures will be valid and binding obligations of the Successor Entity entitling the Holders thereof, as against the Successor Entity, to all the rights of Debentureholders under this Indenture; (c) there shall not immediately after the date of this Indenture of the Subject Transaction be a Default or Event of Default; and (d) if the Corporation will not be the continuing Person, the Corporation shall have, at or prior to the date of this Indenture of the Subject Transaction delivered to the Trustee an Officer’s Certificate stating that the Subject Transaction complies with this Section 13.1 10.1 and, if a supplemental indenture is required in connection with the Subject Transaction, such supplemental indenture complies with this Article, and that all conditions precedent herein provided for and relating to the Subject Transaction have been complied with. Upon the assumption of the Corporation’s obligations by the Successor Entity in such circumstances, the Corporation shall be discharged from all obligations under the Debentures and this Indenture. Although Subject Transactions are permitted under this Indenture subject to compliance with this Article 10, certain Subject Transactions may constitute a Change of Control of the Corporation, permitting each Holder to require the Corporation to purchase the Debentures of such holder as provided in this Indenture.

Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions. The Corporation will shall not consolidate with, amalgamate or merge into any other Person or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets (any such transaction, a “"Subject Transaction”"), other than with or into one or more of the Corporation’s 's Wholly-Owned Subsidiaries and other than such transactions as are permitted under this Indenture, unless in any such case: (a) the Corporation shall be the continuing Person, or if not, in the case of a successor Person (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the assets of the Corporation) (such Person being referred to as the “"Successor Entity”"), such Successor Entity shall (in the case where it is a successor Person to the Corporation) (i) be organized and existing under the laws of Canada or of any province thereof, and (ii) expressly assume the due and punctual payment of the principal of, the premium, if any, and interest on all Outstanding Debentures, according to their tenor (or issue Exchanged Debentures pursuant to Article 3)tenor. Such Successor Entity shall in all instances expressly assume the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Corporation by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by the Successor Entity; (b) in the case where the Successor Entity is a successor Person to the Corporation, the Debentures will be valid and binding obligations of the Successor Entity entitling the Holders thereof, as against the Successor Entity, to all the rights of Debentureholders under this Indenture; (c) there shall not immediately after the date of this Indenture of the Subject Transaction be a Default or Event of Default; and (d) if the Corporation will not be the continuing Person, the Corporation shall have, at or prior to the date of this Indenture of the Subject Transaction delivered to the Trustee an Officer’s 's Certificate stating that the Subject Transaction complies with this Section 13.1 11.1 and, if a supplemental indenture is required in connection with the Subject Transaction, such supplemental indenture complies with this Article, and that all conditions precedent herein provided for and relating to the Subject Transaction have been complied with. Upon the assumption of the Corporation’s 's obligations by the Successor Entity in such circumstances, the Corporation shall be discharged from all obligations under the Debentures and this Indenture. Although Subject Transactions are permitted under this Indenture subject to compliance with this Article 10, certain Subject Transactions may constitute a Change of Control of the Corporation, permitting each Holder to require the Corporation to purchase the Debentures of such holder as provided in this Indenture.

Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions. The Subject to Article 15, the Corporation will not consolidate with, or amalgamate or merge into with any other Person corporation (other than a directly or indirectly Wholly-Owned Subsidiary) or enter into any reorganization or arrangement with another Person (other than a directly or indirectly Wholly-Owned Subsidiary) or effect any conveyance, sale, transfer or lease of all or substantially all of its assets to another Person (any such transaction, a “Subject Transaction”), other than with a directly or into one or more of the Corporation’s indirectly Wholly-Owned Subsidiaries and other than such transactions as are permitted under this IndentureSubsidiary), unless in any such case: (a) either the Corporation shall be the continuing Personcorporation, or if not, in the case of a successor Person corporation (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the assets of the Corporation’s assets) (such corporation or Person being referred to as the “Successor EntityCorporation”), such Successor Entity shall (in the case where it ) is a successor Person to the Corporation) (i) be organized and or existing under the laws of Canada or of any province or territory thereof, or of the United States of America or a state thereof or of the District of Columbia, and (ii) shall expressly assume the due and punctual payment of the principal of, the premium, if any, and interest on all Outstanding Debentures, according to their tenor (or issue Exchanged Debentures pursuant to Article 3). Such Successor Entity shall in all instances expressly assume tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Corporation by supplemental indenture satisfactory to the Indenture Trustee, executed and delivered to the Indenture Trustee by the Successor Entitysuch corporation; (b) in the case where the Successor Entity is a successor Person to the Corporation, the Debentures will be valid and binding obligations of the Successor Entity Corporation entitling the Holders thereof, as against the Successor EntityCorporation, to all the rights of Debentureholders under this Indenture; (c) there the Corporation or such Successor Corporation, as the case may be, shall not immediately after the date of thereafter be in default under this Indenture or the Debentures; (d) in the case of a Person constituted or organized under the laws of a province, territory, state or jurisdiction other than the laws of the Subject Transaction be a Default Province of Ontario, such Person shall attorn to the jurisdiction of the courts of the Province of Ontario in the event of any dispute, conflict or Event litigation relating to, arising out of Defaultor based on this Indenture or the Debentures; and (de) if no condition or event shall exist as to the Corporation will not be (at the continuing Person, time of such transaction) or the Successor Corporation (immediately after such transaction) and after giving full effect thereto or immediately after the Successor Corporation shall havebecome liable to pay the principal monies, at or prior to the date of this Indenture of the Subject Transaction delivered to the Trustee an Officer’s Certificate stating that the Subject Transaction complies with this Section 13.1 andpremium, if a supplemental indenture is required in connection with the Subject Transactionany, such supplemental indenture complies with this Articleinterest and other monies due or which may become due hereunder, and that all conditions precedent herein provided for and relating to the Subject Transaction have been complied with. Upon the assumption which constitutes or would constitute an Event of the Corporation’s obligations by the Successor Entity in such circumstances, the Corporation shall be discharged from all obligations under the Debentures and this Indenture. Although Subject Transactions are permitted under this Indenture subject to compliance with this Article 10, certain Subject Transactions may constitute a Change of Control of the Corporation, permitting each Holder to require the Corporation to purchase the Debentures of such holder as provided in this IndentureDefault hereunder.