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

Amalgamation and Consolidations of Issuer and Conveyances Permitted Subject to Certain Conditions. Neither the Issuer nor any of the Guarantors will consolidate with or amalgamate into any other corporation or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets, unless in any such case: (a) either (1) the Issuer or such Guarantor (as the case may be) shall be the continuing corporation, or (2) the successor corporation (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the Issuer’s assets) (such corporation or Person being referred to as the “Successor Issuer” or “Successor Guarantor” as the case may be) (x) shall be organized and existing under (A) in the case of a Successor Issuer, the laws of Canada or of any province thereof, the United States or any State thereof or the District of Columbia or (B) in the case of a Successor Guarantor, the laws of Canada or of any province thereof, the United States or any State thereof or the District of Columbia, or the jurisdiction in which the Guarantor party to such transaction existed prior to such transaction and (y) (i) in the case of a Successor Issuer 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, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Issuer by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation or (ii) in the case of a Successor Guarantor, shall expressly assume the due and punctual performance and observance of the relevant Guarantee by execution and delivery to the Trustee of a guarantee substantially in the form attached hereto as Schedule 11.1; (b) in the case of a transaction to which the Issuer is a party and the Issuer is not the continuing corporation the Debentures will be valid and binding obligations of the Successor Issuer entitling the Holders thereof, as against the Successor Issuer, to all the rights of Holders under this Indenture; (c) the Issuer, the Guarantor, or such Successor Issuer or Successor Guarantor, as the case may be, shall not immediately thereafter be in default under this Indenture or the Debentures and no event that, after notice or passage time, would become an Event of Default, shall have occurred and be continuing; (d) except in the case of a transaction resulting in a Change of Control, in the case of a transaction to which the Issuer is a party, either the Issuer will remain or the Successor Issuer will be a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws in the jurisdictions in which such entity is a reporting issuer and shall have securities into which the Debentures may be converted which securities are (i) listed for trading on a Recognized Stock Exchange, and (ii) Prescribed Securities; and (e) if the Issuer or the relevant Guarantor, as the case may be, will not be the continuing corporation, the Issuer shall have, at or prior to the effective date of such consolidation, merger, transfer or other transaction, delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer or other transaction complies with this section 15.1 and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article, and that all conditions precedent herein provided for and relating to such transaction have been complied with. Upon the assumption of the Issuer’s or any of the Guarantors’ obligations by such entity in such circumstances, the Issuer or the Guarantor, as applicable, shall be discharged from all obligations under the Debentures and the Indenture and, in the case of a Guarantor, the Guarantee, provided that the Issuer shall deliver to the Trustee an Opinion of Counsel that states that such discharge will not result in the Debentures ceasing to meet the withholding tax exemption described in subparagraph 212(1)(b)(vii) of the Income Tax Act (Canada) as it applied on December 31, 2007. Although such transactions are permitted under the Indenture, certain of the foregoing transactions occurring could nevertheless constitute a Change of Control of the Issuer, permitting each Holder to require the Issuer to purchase the Debentures of such Holder as described above.

Amalgamation and Consolidations of Issuer and Conveyances Permitted Subject to Certain Conditions. Neither the Issuer nor any of the Guarantors will consolidate with or amalgamate into any other corporation or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets, unless in any such case: (a) either (1) the Issuer or such Guarantor (as the case may be) shall be the continuing corporation, or (2) the successor corporation (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the Issuer’s assets) (such corporation or Person being referred to as the “Successor Issuer” or “Successor Guarantor” as the case may be) (x) shall be organized and existing under (A) in the case of a Successor Issuer, the laws of Canada or of any province thereof, the United States or any State thereof or the District of Columbia or and (B) in the case of a Successor Guarantor, the laws of Canada or of any province thereof, the United States or any State thereof or the District of Columbia, or the jurisdiction in which the Guarantor party to such transaction existed prior to such transaction and (y) (i) in the case of a Successor Issuer 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, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Issuer by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation or and, (ii) in the case of a Successor Guarantor, shall expressly assume the due and punctual performance and observance of the relevant Guarantee by execution and delivery to the Trustee of a guarantee substantially in the form attached hereto as Schedule 11.1; (b) in the case of a transaction to which the Issuer is a party and the Issuer is not the continuing corporation the Debentures will be valid and binding obligations of the Successor Issuer entitling the Holders thereof, as against the Successor Issuer, to all the rights of Holders under this Indenture; (c) the Issuer, the Guarantor, or such Successor Issuer or Successor Guarantor, Guarantor as the case may be, shall not immediately thereafter be in default under this Indenture or the Debentures and no event that, after notice or passage time, would become an Event event of Defaultdefault, shall have occurred and be continuing; (d) except in the case of a transaction resulting in a Change of Control, in the case of a transaction to which the Issuer is a party, either the Issuer will remain or the Successor Issuer will be a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws in the jurisdictions in which such entity is a reporting issuer and shall have securities into which the Debentures may be converted which securities are (i) listed for trading on a Recognized Stock Exchange, and (ii) Prescribed Securities; and (e) if the Issuer or the relevant Guarantor, as the case may be, a Guarantor will not be the continuing corporationresulting or Successor Issuer or Successor Guarantor, the Issuer shall have, at or prior to the effective date of such consolidation, merger, transfer merger or other transactiontransfer, delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, merger or transfer or other transaction complies with this section 15.1 and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article, and that all conditions precedent herein provided for and relating to such transaction have been complied with. Upon the assumption of the Issuer’s or any of the Guarantors’ obligations by such entity in such circumstances, the Issuer or the Guarantor, as applicable, shall be discharged from all obligations under the Debentures and the Indenture and, in the case of a Guarantor, the Guarantee, and provided that the Issuer shall deliver to the Trustee an Opinion of Counsel that states that such discharge will not result in the Debentures ceasing to meet the withholding tax exemption described in subparagraph 212(1)(b)(vii) of the Income Tax Act (Canada) as it applied on December 31, 2007. Although such transactions are permitted under the Indenture, certain of the foregoing transactions occurring could nevertheless constitute a Change of Control of the Issuer, permitting each Holder to require the Issuer to purchase the Debentures of such Holder as described above.

Amalgamation and Consolidations of Issuer and Conveyances Permitted Subject to Certain Conditions. Neither the The Issuer nor any of the Guarantors will shall not consolidate with or amalgamate into any other corporation or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets, unless in any such case: (a) either (1) the Issuer or such Guarantor (as the case may be) shall be the continuing corporation, or (2) the successor corporation (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the Issuer’s assets) (such corporation or Person being referred to as the “Successor Issuer” or “Successor Guarantor” as the case may be) (x”) shall be organized and existing under (A) in the case of a Successor Issuer, the laws of Canada or of any province thereof, the United States or any State thereof or the District of Columbia or (B) in the case of a Successor Guarantor, the laws of Canada or of any province thereof, the United States or any State thereof or the District of Columbia, or the jurisdiction in which the Guarantor party to such transaction existed prior to such transaction and (y) (i) in the case of a Successor Issuer 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, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Issuer by supplemental indenture Supplemental Indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation or (ii) in the case of a Successor Guarantor, shall expressly assume the due and punctual performance and observance of the relevant Guarantee by execution and delivery to the Trustee of a guarantee substantially in the form attached hereto as Schedule 11.1corporation; (b) in the case of a transaction to which the Issuer is a party and the Issuer is not the continuing corporation the Debentures will be valid and binding obligations of the Successor Issuer entitling the Holders thereof, as against the Successor Issuer, to all the rights of Holders under this Indenture; (c) the Issuer, the Guarantor, Issuer or such Successor Issuer or Successor Guarantor, as the case may be, shall not immediately thereafter be in default Default under this Indenture or the Debentures and no event that, after notice or passage time, would become an Event of Default, shall have occurred and be continuing; (d) except in the case of a transaction resulting in a Change of Control, in the case of a transaction to which the Issuer is a party, either the Issuer will remain or the Successor Issuer will be a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws Legislation in the jurisdictions in which such entity is a reporting issuer and shall have securities into which the Debentures may be converted which securities are (i) listed for trading on a the TSX or another Recognized Stock Exchange, and (ii) Prescribed Securities; andare “prescribed securities” as defined in Regulation 6208 of the Income Tax Act (Canada); (e) if the Issuer or the relevant Guarantor, as the case may be, will not be the continuing corporationresulting or Successor Issuer, in the case of a Successor Issuer, the succeeding entity must be a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Legislation in the jurisdiction in which such entity is a reporting issuer, shall have securities into which the Debentures may be converted which securities are listed for trading on the TSX or another Recognized Stock Exchange and the Issuer shall have, at or prior to the effective date of such consolidation, merger, transfer merger or other transactiontransfer, delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, merger or transfer or other transaction complies with this section 15.1 16.1 and, if a supplemental indenture Supplemental Indenture is required in connection with such transaction, such supplemental indenture Supplemental Indenture complies with this ArticleArticle 15, and that all conditions precedent herein provided for and relating to such transaction have been complied with. Upon ; and (f) such transaction shall, in the assumption opinion of the Issuer’s or Trustee, acting reasonably (in reliance on the advice of Counsel), be on such terms as to substantially preserve and not materially impair any of the Guarantors’ obligations by such entity in such circumstances, the Issuer or the Guarantor, as applicable, shall be discharged from all obligations under the Debentures rights and the Indenture and, in the case powers of a Guarantor, the Guarantee, provided that the Issuer shall deliver to the Trustee an Opinion of Counsel that states that such discharge will not result in the Debentures ceasing to meet the withholding tax exemption described in subparagraph 212(1)(b)(vii) or of the Income Tax Act (Canada) as it applied on December 31, 2007. Although such transactions are permitted under the Indenture, certain of the foregoing transactions occurring could nevertheless constitute a Change of Control of the Issuer, permitting each Holder to require the Issuer to purchase the Debentures of such Holder as described aboveHolders hereunder.

Amalgamation and Consolidations of Issuer and Conveyances Permitted Subject to Certain Conditions. Neither the Issuer nor any of the Guarantors will consolidate with or amalgamate into any other corporation or enter into any reorganization or arrangement or effect any conveyance, sale, transfer or lease of all or substantially all of its assets, unless in any such case: (a) either (1) the Issuer or such Guarantor (as the case may be) shall be the continuing corporation, or (2) the successor corporation (or the Person that leases or that acquires by conveyance, sale or transfer all or substantially all of the Issuer’s assets) (such corporation or Person being referred to as the “Successor Issuer” or “Successor Guarantor” as the case may be) (x) shall be organized and existing under (A) in the case of a Successor Issuer, the laws of Canada or of any province thereof, the United States or any State thereof or the District of Columbia or (B) in the case of a Successor Guarantor, the laws of Canada or of any province thereof, the United States or any State thereof or the District of Columbia, or the jurisdiction in which the Guarantor party to such transaction existed prior to such transaction and (y) (i) in the case of a Successor Issuer 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, and the due and punctual performance and observance of all the covenants and conditions of this Indenture Debenture to be performed by the Issuer by supplemental indenture amendment to this Debenture satisfactory to the TrusteeHolder, executed and delivered to the Trustee Holder by such corporation or (ii) in the case of a Successor Guarantor, shall expressly assume the due and punctual performance and observance of the relevant Guarantee by execution and delivery to the Trustee Holder of a guarantee substantially in the form attached hereto as Schedule 11.1Appendix 1; (b) in the case of a transaction to which the Issuer is a party and the Issuer is not the continuing corporation the Debentures will be valid and binding obligations of the Successor Issuer entitling the Holders thereof, as against the Successor Issuer, to all the rights of Holders under this IndentureDebenture; (c) the Issuer, the Guarantor, or such Successor Issuer or Successor Guarantor, as the case may be, shall not immediately thereafter be in default under this Indenture or the Debentures and no event that, after notice or passage time, would become an Event of Default, shall have occurred and be continuing; (d) except in the case of a transaction resulting in a Change of Control, in the case of a transaction to which the Issuer is a party, either the Issuer will remain or the Successor Issuer will be a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws in the jurisdictions in which such entity is a reporting issuer and shall have securities into which the Debentures may be converted which securities are (i) listed for trading on a Recognized Stock Exchange, and (ii) Prescribed Securities; and (e) if the Issuer or the relevant Guarantor, as the case may be, will not be the continuing corporation, the Issuer shall have, at or prior to the effective date of such consolidation, merger, transfer or other transaction, delivered to the Trustee Holders an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer or other transaction complies with this section 15.1 and, if a supplemental indenture an amendment to this Debenture is required in connection with such transaction, such supplemental indenture amendment complies with this Article, and that all conditions precedent herein provided for and relating to such transaction have been complied with. Upon the assumption of the Issuer’s or any of the Guarantors’ obligations by such entity in such circumstances, the Issuer or the Guarantor, as applicable, shall be discharged from all obligations under the Debentures and the Indenture and, in the case of a Guarantor, the Guarantee, provided that the Issuer shall deliver to the Trustee an Opinion of Counsel that states that such discharge will not result in the Debentures ceasing to meet the withholding tax exemption described in subparagraph 212(1)(b)(vii) of the Income Tax Act (Canada) as it applied on December 31, 2007. Although such transactions are permitted under the IndentureDebenture, certain of the foregoing transactions occurring could nevertheless constitute a Change of Control of the Issuer, permitting each Holder to require the Issuer to purchase the Debentures of such Holder as described above.