Common use of Company May Consolidate, Etc. on Certain Terms Clause in Contracts

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its the Company’s Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned wholly-owned Subsidiaries) ), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01; and (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and an opinion of all or substantially all counsel stating that the supplemental indenture is the valid and binding obligation of the properties Successor Company, subject to customary exceptions and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personqualifications.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.029.03, the Company shall not consolidate with, enter into a binding share exchange with, or merge with or into, another Person or sell, assign, convey, transfer transfer, lease or lease all or substantially all otherwise dispose of the consolidated its properties and assets of the Company and its Subsidiaries, taken substantially as a whole, an entirety to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving transferee or transferee successor Person (the “Successor Company”), if not the Company, shall be is a corporation organized and existing under the laws of the United States of AmericaU.S., any State thereof state of the U.S. or the District of Columbia, Columbia and the Successor Company (if not the Company) shall expressly assumeassumes, by supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this IndentureIndenture with respect to the Notes; (c) all other conditions specified in this Article 9 are met. For purposes Notwithstanding anything to the contrary in the foregoing, the offering to the public, and any subsequent dispositions of the Company’s interests in, any of the Company’s Yieldco Subsidiaries (including TerraForm Power) in which the Company continues to own at least 51% of the voting power, shall not be prohibited by this Section 11.019.01. Upon any such consolidation, the merger, binding share exchange, sale, assignment, conveyance, transfer transfer, lease or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company other disposition to another Person, which properties the Successor Company (if not the Company) shall succeed to, and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties may exercise every right and assets power of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personunder this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the The Company shall not consolidate with, amalgamate, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated its properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) except in compliance with Article 4 and unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; (b) the Company shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or disposition and supplemental indentures, if any, comply with this Indenture; and (c) to the extent any assets of the Person who is merged, consolidated or amalgamated with or into the Company are assets of the type that would constitute Collateral under the Collateral Documents, the Company will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Collateral Documents in the manner and to the extent required in the Indenture or the applicable Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Collateral Documents. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section ‎Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section ‎Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company on and its Subsidiaries, taken as a consolidated basiswhole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, with or merge with or into, or sell, convey, transfer or lease in one transaction or a series of transactions all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) ), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its the Company’s Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and an Opinion of Counsel stating that the supplemental indenture is the valid and binding obligation of the Successor Company, subject to customary exceptions and qualifications. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or intointo or otherwise combine with another Person, or sell, convey, lease or otherwise transfer or lease dispose of all or substantially all of the consolidated properties and assets of the Company Company’s and its Subsidiaries’ consolidated assets, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (ai) the Company is the surviving corporation or the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”), if not the Company, shall be ) is a corporation or Permitted Limited Liability Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the such Successor Company (if not the Company) shall expressly assume, assumes by supplemental indenture all of the Company’s obligations of the Company under the Notes and this Indenture; (ii) the Company delivers an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent relating to such consolidation, merger or sale of assets have been complied with; and (biii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes . (b) Upon any such consolidation, merger, combination or sale, lease or other transfer or disposition and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Section 11.01Indenture and the Notes to be performed by the Company, such Successor Company shall succeed to, and may exercise every right and power of and be substituted for, the saleCompany, conveyancewith the same effect as if it had been named herein as the party of the first part, transfer or and the Company shall be discharged from its obligations under the Notes and this Indenture, except in the case of a lease of all or substantially all assets. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the properties Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and assets delivered to the Trustee; and, upon the order of one such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or more Subsidiaries cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to another Personthe Trustee for authentication, which properties and assets, if held by any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Company instead Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiaries, would constitute all or substantially all Notes had been issued at the date of the properties and assets execution hereof. In the event of the Company on a consolidated basisany such consolidation, shall be deemed to be the merger, combination or sale, conveyance, transfer or lease disposition (but not in the case of all or substantially all a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture shall be released from its liabilities as obligor and maker of the properties Notes and assets of from its obligations under this Indenture and the Company to another PersonNotes.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated its properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) ), unless: (a) The Company is the surviving corporation (in the case of a consolidation or merger) or the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated its properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have has occurred and be is continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person. Notwithstanding the foregoing, this Article 11 shall not apply to any sale, conveyance, transfer or lease of assets between or among the Company and its Wholly Owned Subsidiaries and, in such an event, the Company shall not be discharged from its obligations under the Notes and this Indenture.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 11.029.1(b), the Company shall not consolidate with, merge with nothing contained in this Indenture or into, or sell, convey, transfer or lease all or substantially all in any of the consolidated properties and assets Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Company and with or into any other corporation or corporations (whether or not affiliated with the Company), or successive amalgamations, reconstructions, consolidations or mergers in which the Company or its Subsidiariessuccessor or successors shall be a party or parties, taken as a whole, to another Person (other than or shall prevent any such sale, conveyance, transfer or lease of the property of the Company as an entirety or substantially as an entirety, to one any other corporation authorized to acquire and operate the same or more shall prevent the assumption of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: obligations hereunder and under all Securities Outstanding; provided, however, that (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (bi) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing continuing; and (ii) the Company hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale, conveyance, transfer, lease (other than by way of a temporary lease in the ordinary course of business) or assumption, (a) the due and punctual payment of the principal of and interest, if any, on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this Indenture, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture. For purposes , as the case may be, after such deduction or withholding, shall equal the respective amounts of this Section 11.01principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viii). (b) The provisions of Section 9.1(a) do not apply to any sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries property of the Company (whether in whole or in part) to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all any wholly owned direct or substantially all indirect subsidiary of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another PersonCompany.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section ‎Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated its properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) the Company has delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent to such consolidation, merger, or sale, conveyance, transfer or lease of assets and such supplemental indenture (if any) have been complied with and that such consolidation, merger, sale conveyance, transfer or lease and such supplemental indenture (if any) complies with the provisions of this Indenture. For purposes of this Section ‎Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated its properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; (b) the Company delivers an Officer’s Certificate and Opinion of Counsel to the Trustee stating that such consolidation, merger or sale, conveyance, transfer or lease and any supplemental indenture comply with this Indenture and that all conditions precedent set forth in this Indenture have been complied with; and (bc) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its the Company’s Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01; and (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and an opinion of all or substantially all counsel stating that the supplemental indenture is the valid and binding obligation of the properties Successor Company, subject to customary exceptions and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personqualifications.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated its properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes ; and (c) the Company has delivered to the Trustee an Officer’s Certificate and Opinion of this Section 11.01Counsel providing that such consolidation, the merger, sale, conveyance, transfer or lease, as the case may be, and Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent thereto have been satisfied and an Opinion of Counsel stating that the Notes and Indenture are the valid, binding obligations of the resulting, surviving or transferee person (if not the Company). The conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company Company’s Subsidiaries substantially as an entirety to another Person, which properties and assets, if held by the Company instead of such Subsidiary or Subsidiaries, would constitute all or substantially all of the properties and assets of the Company substantially as an entirety on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the Company’s properties and assets of the Company substantially as an entirety to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or intointo or otherwise combine with another Person, or sell, convey, lease or otherwise transfer or lease dispose of all or substantially all of the consolidated properties and assets of the Company Company’s and its Subsidiaries’ consolidated assets, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Wholly-Owned Subsidiaries) , unless: (ai) the Company is the surviving Person or the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”), if not the Company, shall be ) is a corporation Person organized and existing under the laws of the United States of America, any State thereof or the District of ColumbiaPermitted Jurisdiction, and the Successor Company such Person (if not the Company) shall expressly assume, assumes by supplemental indenture all of the Company’s obligations of the Company under the Notes and this Indenture; and (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. (b) Upon any such consolidation, merger, combination or sale, lease or other transfer or disposition and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture and the Notes to be performed by the Company, such Successor Company shall succeed to, and may exercise every right and power of and be substituted for, the Company, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture, except in the case of a lease of all or substantially all assets. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, combination or sale, transfer or disposition (but not in the case of a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. (c) For purposes of this Section 11.01the foregoing, any sale, lease or other transfer or disposition of the assets of one or more of the Company’s Subsidiaries that would, if the Company had held such assets directly, have constituted the sale, conveyance, lease or other transfer or lease disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and Company’s consolidated assets, if held by the Company instead of taken as a whole, will be treated as such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personunder this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease lease, all or substantially all of the consolidated properties and assets of the Company and its the Company’s Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of ColumbiaColumbia or England and Wales, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; andIndenture (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.13); (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and an Opinion of Counsel stating that the supplemental indenture is the valid and binding obligation of the Successor Company, subject to customary exceptions and qualifications. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken Subsidiaries substantially as a whole, an entirety to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation Qualified Successor Entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company on a consolidated basis, and its Subsidiaries substantially as an entirety shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company and its Subsidiaries substantially as an entirety to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; (b) if the Company is not the Successor Company, the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture is authorized or permitted by, and complies with, the Indenture; and (bc) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease by one or more Subsidiaries of the Company of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and consolidated assets of the Company on and its Subsidiaries, taken as a consolidated basiswhole, to another Person, shall be deemed to be the sale, conveyance, transfer or lease by the Company of all or substantially all of the properties and consolidated assets of the Company and its Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.024.05, the Company shall not not, without the consent of holders of the Notes, consolidate with, merge with or into, into or sell, convey, lease or otherwise transfer in one transaction or lease all or substantially all a series of related transactions the consolidated properties and assets of the Company and its Subsidiariessubsidiaries substantially as an entirety to any Person, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resultingCompany is the surviving Person or the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, surviving or transferee Person (that leases the “Successor Company”), if not assets and properties of the Company, Company substantially as an entirety shall be a corporation corporation, limited liability company, partnership or trust organized and existing under the laws of the United States or any of America, any State thereof its political subdivisions; (b) such Person or surviving entity assumes all of the District of Columbia, Company’s obligations under the Indenture and the Successor Company (if not First Supplemental Indenture and the Company) shall expressly assume, by Notes in a supplemental indenture hereto, executed and delivered to the Trustee by such Person; (c) if, as a result of such transactions, the Notes become convertible into common stock, securities or other property issued by any Person (other than the Person assuming the obligations under the Indenture and the First Supplemental Indenture pursuant to clause (b) above) pursuant to Section 4.05, such Person shall fully and unconditionally guarantees all of the obligations of the Company or such successor under the Notes Notes, the Indenture and this the First Supplemental Indenture; (d) at the time of such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time, would become an Event of Default, shall have happened and be continuing; and (be) immediately after giving effect to such transactionan Officers’ Certificate and an Opinion of Counsel, no Default each stating that the transaction or Event series of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, transactions comply with the sale, conveyance, transfer or lease of all or substantially all provisions of the properties Indenture and assets of one or more Subsidiaries of First Supplemental Indenture, have been delivered to the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another PersonTrustee.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the The Company shall not consolidate with, merge with or intointo another Person, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (a “Business Combination Event”) (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Wholly-Owned Subsidiaries) ), unless, in either case: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation (or, if such Business Combination Event is an Exempted Fundamental Change, shall be a corporation, limited liability company, limited partnership or other similar entity) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) in the case where the Company is not the resulting, surviving or transferee Person, the Company shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such transaction complies with this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the The Company shall covenants that it will not merge or consolidate with, merge with or merge into, or sell, conveyassign, transfer transfer, lease or lease convey all or substantially all of the consolidated its properties and assets of the Company and its Subsidiariesor assets, taken as a wholein one or more related transactions, to another Person (Person, other than any such consolidation, merger, sale, conveyanceassignment, transfer transfer, lease or lease to one or more of conveyance which results in the Company’s direct or indirect Wholly Owned Subsidiaries) Company being the surviving party, unless: (a) the resulting, surviving entity formed by such consolidation or transferee into which the Company is merged or the Person (which acquires by conveyance or transfer the “Successor Company”), if not properties and assets of the Company, Company substantially as an entirety shall be a corporation joint stock company (kabushiki kaisha) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, Japan and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental indenture all hereto, executed and delivered to the Trustee for each series of Securities, in form satisfactory to the Trustee, the due and punctual payment of the obligations principal of and interest, if any, on all Securities and the performance of every covenant of this Perpetual Subordinated Indenture on the part of the Company under the Notes and this Indentureto be performed or observed; and (b) immediately after giving effect to such transaction, no Default or Bankruptcy Event of Default shall have occurred and be continuing under this Indenturecontinuing. For purposes The Company shall deliver to the Trustee before the consummation of this Section 11.01such proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel to the effect that (i) such merger, the sale, conveyanceassignment, transfer transfer, lease, conveyance or lease other disposition and such supplemental indenture, comply with this Perpetual Subordinated Indenture, (ii) the surviving Person has duly executed and delivered the supplemental indenture and (iii) such supplemental indenture constitutes a valid and binding agreement of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another such Person, which properties and assets, if held by the Company instead of enforceable against such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, Person in accordance with its terms. The Trustee shall be deemed entitled to be the sale, conveyance, transfer or lease rely conclusively upon such Officer’s Certificate and Opinion of all or substantially all of the properties and assets of the Company to another PersonCounsel.

Company May Consolidate, Etc. on Certain Terms. Subject to Nothing contained in this Indenture or in any of the provisions Securities shall prevent any consolidation or merger of Section 11.02, the Company shall not consolidate with, merge with or intointo any other Person (whether or not affiliated with the Company, as the case may be), or sellsuccessive consolidations or mergers in which the Company, conveyas the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease all of the property of the Company, as the case may be, or its successor or successors as an entirety, or substantially all of as an entirety, to any other Person (whether or not affiliated with the consolidated properties Company, as the case may be, or its successor or successors) authorized to acquire and assets of operate the same; provided, that (a) the Company and its Subsidiaries, taken as a whole, to another is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than any the Company) or to which such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee property is made is a Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, sale, conveyance, transfer or lease, the Successor due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company (if not the Company) shall be expressly assumeassumed, by supplemental indenture all (which shall conform to the provisions of the obligations Trust Indenture Act of 1939, as then in effect) satisfactory in form to the Company under Trustee, and executed and delivered to the Notes Trustee by the Person formed by such consolidation, or into which the Company, as the case may be, shall have been merged, or by the Person which shall have acquired such property, and this Indenture; and (bc) immediately after giving effect to such transactionconsolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personcontinuing.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.029.02 (Successor Corporation to Be Substituted), the Company shall not consolidate with, merge with or into, or sell, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of the consolidated its properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) Subsidiaries of the Company, unless: (a) the resulting, surviving or transferee Person or the Person which acquires by conveyance, transfer, lease or other disposition all or substantially all of the Company’s properties and assets (the “Successor Company”), if not the Company, shall be a corporation corporation, company, limited liability company, partnership, trust or other business entity organized and existing under the laws of Sweden, the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture conditions all of the obligations of the Company under the Notes and this Indenture; andthese Conditions (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.06 (Additional Amounts)); (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. these Conditions; For purposes of this Section 11.019.01 (Company May Consolidate, Etc. on Certain Terms), the sale, conveyance, transfer transfer, lease or lease disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer transfer, lease or lease disposition of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its the Company’s Subsidiaries, taken as a whole, to another Person (a “Business Combination Event”) (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) ), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation Qualified Successor Entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01; and (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and an Opinion of all or substantially all Counsel stating that the supplemental indenture is the valid and binding obligation of the properties Successor Company, subject to customary exceptions and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personqualifications.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its the Company’s Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01; and (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and an Opinion of all or substantially all Counsel stating that the supplemental indenture is the valid and binding obligation of the properties Successor Company, subject to customary exceptions and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personqualifications.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the The Company shall not consolidate with, merge with or into, merge into any other corporation or sell, convey, transfer or lease all its properties and assets substantially as an entirety to any Person, unless: (1) the corporation formed by such consolidation or substantially all of into which the consolidated Company is merged or the Person which acquires by conveyance or transfer or which leases the properties and assets of the Company and its Subsidiaries, taken substantially as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, an entirety shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of ColumbiaColumbia and expressly shall assume, by a supplemental indenture executed and delivered to the Trustee in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on the Securities, according to their terms, and the Successor Company (if not performance of every covenant of this Indenture and in such series on the Company) shall expressly assume, by supplemental indenture all of the obligations part of the Company under the Notes and this Indenture; andto be performed or observed; (b2) immediately after giving effect to such transaction, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred happened and be continuing under this Indenture. For purposes continuing; and (3) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of this Section 11.01Counsel, the saleeach stating that such consolidation, merger, conveyance, transfer or lease of and supplemental indenture comply with this Article Nine and that all or substantially all of the properties and assets of one or more Subsidiaries of the Company conditions precedent provided for in this Indenture relating to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Persontransaction have been complied with.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, in one transaction or any series of transactions, to another Person (Person, other than any in a connection with a Change of Control in which the Company has elected to effect, and not revoked such saleelection, conveyance, transfer or lease a Change of Control Redemption with respect to one or more all of the Company’s direct or indirect Wholly Owned Subsidiaries) outstanding Notes, unless: (ai) such resulting, surviving or transferee Person is the Company; or (ii) if not the Company, such resulting, surviving or transferee Person (the “Successor Company”), if not the Company, ) shall be a corporation corporation, limited liability company, partnership or other entity organized and existing under the laws of the United States of America, any State thereof or thereof, the District of ColumbiaColumbia or any Designated Country; (b) in any such transaction where the Company is not the resulting, and surviving or transferee Person, the Successor Company (if not the Company) shall expressly assume, by supplemental indenture unconditionally assumes all of the Company’s obligations of the Company under the Notes and this Indenture; andAgreement pursuant to a supplemental agreement in a form reasonably satisfactory to the Representative; (bc) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this IndentureAgreement; and (d) in any transaction where the Company is not the surviving or transferee Person, the Company shall have delivered to the Representative an Officer’s Certificate and Opinion of Counsel, each stating that the consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition and such supplemental agreement complies with this Agreement and all conditions precedent provided for in this Agreement relating to such transaction have been complied with. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another PersonPerson that is not the Company or a Subsidiary of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company on and its Subsidiaries, taken as a consolidated basiswhole, shall be deemed to be the sale, conveyance, transfer or lease by the Company of all or substantially all of the its consolidated properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all lease, or substantially all otherwise dispose of the consolidated properties and assets of the Company its and its Subsidiaries’ properties and assets, taken as a whole, to substantially as an entirety to, or enter into a binding share exchange with another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (ai) the Company is the surviving entity or if the Company is not the resulting, surviving or transferee Person (the “Successor Company”), if not the Companyresulting, surviving or transferee Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Notes and this Indenture; and; (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (iii) the conditions set forth in Section 12.03 have been satisfied. Subject to the provisions of Section 12.02 with respect to a lease, upon any such consolidation, merger, sale, conveyance, transfer, lease or other disposition the Successor Company (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture. For purposes of this Section 11.0112.01, the sale, conveyance, transfer transfer, lease or lease of all or substantially all other disposition of the properties and assets of one or more Subsidiaries of the Company substantially as an entirety to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company substantially as an entirety on a consolidated basis, shall be deemed to be the sale, conveyance, transfer transfer, lease or lease of all or substantially all other disposition of the properties and assets of the Company substantially as an entirety to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or intointo or otherwise combine with another Person, or sell, convey, lease or otherwise transfer or lease dispose of all or substantially all of the consolidated properties and assets of the Company Company’s and its Subsidiaries’ consolidated assets, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (ai) the Company is the surviving Person or the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”), if not the Company, shall be ) is a corporation Person organized and existing under the laws of the United States of America, any State thereof or the District of ColumbiaPermitted Jurisdiction, and the Successor Company such Person (if not the Company) shall expressly assume, assumes by supplemental indenture all of the Company’s obligations of the Company under the Notes and this Indenture; and (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. (b) Upon any such consolidation, merger, combination or sale, lease or other transfer or disposition and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture and the Notes to be performed by the Company, such Successor Company shall succeed to, and may exercise every right and power of and be substituted for, the Company, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture, except in the case of a lease of all or substantially all assets. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, combination or sale, transfer or disposition (but not in the case of a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. (c) For purposes of this Section 11.01the foregoing, any sale, lease or other transfer or disposition of the assets of one or more of the Company’s Subsidiaries that would, if the Company had held such assets directly, have constituted the sale, conveyance, lease or other transfer or lease disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and Company’s consolidated assets, if held by the Company instead of taken as a whole, will be treated as such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personunder this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject Notwithstanding anything to the provisions contrary in Section 8.1 of the Original Indenture, which Section 11.02is hereby superseded and replaced in its entirety by this Section 7.01 for purposes of the Notes, the Company shall not consolidate with, merge with or into, merge into any other Person or sell, convey, transfer or lease all or substantially all of the consolidated Company’s properties and assets to any successor Person in a single transaction or series of the Company and its Subsidiariestransactions, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) either: (i) the resulting, continuing, surviving or transferee Person is the Company; or (ii) the “Successor Company”)resulting, continuing, surviving or transferee Person, if not other than the Company, shall be a corporation is organized and validly existing under the laws of the United States of America, any State state thereof or the District of Columbia, Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and this the Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes continuing; (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of this Section 11.01Counsel, the saleeach stating that such consolidation, merger, conveyance, transfer or lease of and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Section 7.01 and that all or substantially all of the properties and assets of one or more Subsidiaries of conditions precedent herein provided for relating to such transaction have been complied with; and (d) the Company has satisfied any other applicable conditions in the Indenture. Any reference in the Original Indenture to another PersonSection 8.1 therein shall, which properties and assetsfor the Notes, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed a reference to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personthis Section 7.01.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the its consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, (A) by supplemental indenture all of the obligations of the Company under the Notes and this Indenture, and (B) to the extent the Registration Rights Agreement is then still operative, all of the Company’s obligations under the Registration Rights Agreement; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of ColumbiaColumbia (collectively, the “Permitted Jurisdictions”), and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture or other applicable documents or instruments all of the obligations of the Company under the Notes Notes, this Indenture and this Indenture; andthe Security Documents; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indentures (if any) comply with this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company on and its Subsidiaries, taken as a consolidated basiswhole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated its properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salea “Business Combination Event”), conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation Qualified Successor Entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Qualified Successor Company Entity (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transactionBusiness Combination Event, no Default or Event of Default shall have has occurred and be is continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person. Notwithstanding the foregoing, this Article 11 shall not apply to any sale, conveyance, transfer or lease of assets between or among the Company and its Wholly Owned Subsidiaries and, in such an event, the Company shall not be discharged from its obligations under the Notes and this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or intointo or otherwise combine with another Person, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a1) the resulting, Company is the surviving corporation or transferee (2) the resulting or surviving Person (if not the Company) (the “Successor Company”)) (A) is a corporation, if not the Companylimited partnership, shall be a corporation limited liability company or trust organized and existing under the laws of the United States of America, any State thereof or the District of ColumbiaColumbia (provided that if the surviving Person is an entity that is disregarded as separate from its owner for U.S. federal income tax purposes, the owner shall fully and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture unconditionally guarantee all of the surviving Person’s obligations of the Company under the Notes and this Indenture), and (B) expressly assumes by a supplemental indenture or a supplemental agreement, as applicable, all of the Company’s obligations under the Notes, this Indenture and the Registration Rights Agreement, as the case may be; and (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes . (b) Upon any such consolidation, merger or combination and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of this Section 11.01, the sale, conveyance, transfer or lease due and punctual payment of all or substantially the principal of and accrued and unpaid interest on all of the properties Notes, the due and assets punctual delivery and/or payment, as the case may be, of one any consideration due upon exchange of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture and the Notes to be performed by the Company, such Successor Company (if not the Company) shall succeed to, and may exercise every right and power of and be substituted for, the Company, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture. Such Successor Company (instead of the Company, if applicable) thereupon may cause to be signed, and may issue either in its own name or more Subsidiaries in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to another Personthe Trustee for authentication, which properties and assets, if held by any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Company instead Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiaries, would constitute all or substantially all Notes had been issued at the date of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personexecution hereof.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.0212.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated its properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) the Company and the Successor Company provide adequate assurance, to the ex-tent that the Successor Company is not the issuer of any part of the Reference Property, that the immediate resale of the Reference Property received upon conversion by holders that are not affiliates of the Company will not require registration under the Securities Act. Upon any such consolidation, merger, conveyance, transfer or lease the Successor Company (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture. For purposes of this Section 11.0112.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company substantially as an entirety to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company substantially as an entirety on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company substantially as an entirety to another Person.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 11.02, the Company shall not consolidate with, with or merge with or into, into any other Person or sell, convey, lease or otherwise transfer or lease all or substantially all of the consolidated properties and its assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, except in the case of a conveyance, lease or other transfer of all or lease substantially all the Company’s assets, directly or indirectly, to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) ), unless: (ai) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, ) shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by a supplemental indenture indenture, executed and delivered to the Trustee, all of the obligations of the Company under the Notes and this Indenture; and; (bii) each Guarantor, unless it is the other party to such transaction, in which case clause (i) shall apply, shall have, by supplemental indenture, confirmed that its Note Guarantee shall apply to such Person’s obligations under this Indenture and the Notes (other than any Note Guarantee that will be released in connection with such transaction); (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (iv) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, sale or conveyance and such supplemental indenture, if any, comply with this Article 11 and that all conditions precedent herein provided relating to such transaction have been complied with. (b) Except as provided in Section 14.04, no Guarantor may consolidate with or merge with or into or otherwise combine with or into (whether or not such Guarantor is the surviving Person) another Person, unless: (i) such Guarantor is the surviving Person or (except to the extent such Person would not, after giving effect to such transaction, be required to guarantee the Notes as provided in Section 4.06) the Person formed by or surviving any such consolidation, merger or combination assumes all of the obligations of such Guarantor under the Note Guarantee of such Guarantor and this Indenture (the “Successor Guarantor”); (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (iii) Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to such consolidation, merger, sale or other transaction and such supplemental indenture (if any) have been complied with. The Successor Company shall succeed to, and be substituted for, the Company or such Guarantor, as applicable, and may exercise every right and power of the Company or such Guarantor, as applicable, under the Notes and this Indenture except in the case of a lease of all or substantially all our assets, and the Company or such Guarantor, as applicable, will be discharged from our obligations under the Notes and this Indenture, except in the case of any such lease. Notwithstanding the foregoing, (i) any Subsidiary of the Company that is not a Guarantor may consolidate with or merge with or into, or convey, lease or otherwise transfer of all or part of its properties and assets to the Company or any of its other Subsidiaries, (ii) any Guarantor may consolidate with or merge with or into, or convey, lease or otherwise transfer of all or part of its properties and assets to the Company or another Guarantor (or another Subsidiary of the Company that substantially concurrently becomes a Guarantor), (iii) any Guarantor may consolidate with or merge with or into any Affiliate of the Company solely for the purpose of reincorporating or reorganizing such Guarantor in the United States, any State thereof or the District of Columbia and (iv) any Guarantor may convert into a corporation, partnership, limited partnership, limited liability company, trust or other entity organized or existing under the laws of the United States, any State thereof or the District of Columbia. For purposes of this Section 11.01, the sale, conveyance, lease or other transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, lease or other transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its the Company’s Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; andTable of Contents (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and an Opinion of Counsel stating that the supplemental indenture is the valid and binding obligation of the Successor Company, subject to customary exceptions and qualifications. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its the Company’s Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) ), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01; and (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and an Opinion of all or substantially all Counsel stating that the supplemental indenture is the valid and binding obligation of the properties Successor Company, subject to customary exceptions and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personqualifications.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, with or merge with or into, or sell, convey, transfer or lease in one transaction or a series of transactions all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) ), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section ‎Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its the Company’s Subsidiaries, taken as a whole, to another Person (a “Business Combination Event”) (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) ), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation (or, if such Business Combination Event is an Exempted Fundamental Change, is a corporation, limited liability company or limited partnership) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01; and (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and an Opinion of all or substantially all Counsel stating that the supplemental indenture is the valid and binding obligation of the properties Successor Company, subject to customary exceptions and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personqualifications.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.0212.2 and notwithstanding anything to the contrary in this Indenture, the Company shall not consolidate with, or merge with or intointo any other Person (whether or not affiliated with the Company), or sell, convey, transfer convey or lease all or substantially all of its assets or properties to any Person unless the consolidated person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the assets or properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State state thereof or the District of Columbia; and unless, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to any such transactionconsolidation, merger, sale, conveyance or lease, there shall be no Default or Event of Default shall have occurred and be continuing under this Indenture, and no event which, after notice or passage of time or both, would become an Event of Default. For purposes Further, upon any such consolidation, merger, sale, conveyance or lease, the due and punctual payment of the principal of and premium, if any, and Liquidated Damages, if any, on all of the Notes, according to their terms, and the due and punctual performance and observance of all of the covenants and conditions of this Section 11.01Indenture to be performed by the Company, shall be expressly assumed by supplemental indenture satisfactory in form to the saleTrustee, conveyanceexecuted and delivered to the Trustee by the corporation (if other than the Company) formed by such consolidation, transfer or lease of into which the Company shall have been merged, or which shall have acquired or leased all or substantially all of the properties Company’s assets or properties, and assets of one or more Subsidiaries of such supplemental indenture shall provide for the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personapplicable conversion rights set forth in Section 15.6.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 11.02‎Section 11.02(b), the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated its properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (ai) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes ; and (iii) the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of this Section 11.01Counsel, the each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture, if any, and instrument of assumption, if any, comply with the Indenture. (b) In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon exchange of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of one the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or more Subsidiaries in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to another Personthe Trustee for authentication, which properties and assets, if held by any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Company instead Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiaries, would constitute all or substantially all Notes had been issued at the date of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personexecution hereof.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, enter into a binding share exchange with, merge or with or into, another Person or sell, assign, convey, transfer transfer, lease or lease all or substantially all otherwise dispose of the consolidated its properties and assets of the Company and its Subsidiariessubstantially as an entirety to any successor Person, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee successor Person (the “Successor Company”), if not the Company, shall be ) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of ColumbiaColumbia and, and if other than the Company, the Successor Company (if not the Company) shall expressly assumeassumes, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) if as a result of such transaction the Notes become convertible into common stock or other securities issued by a third party (subject to the provisions set forth in Section 14.02), such third party fully and unconditionally guarantees all obligations of the Company or such Successor Company under the Notes and the Indenture; (c) immediately after giving effect to such the transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (d) the other conditions in this Article 11 are met. For purposes of this Section 11.01, the sale, assignment, conveyance, transfer transfer, lease or lease of all or substantially all other disposition of the properties and assets of one or more Subsidiaries of the Company that would, if the Company had held such properties and assets directly, have constituted the sale, assignment, conveyance, transfer, lease or other disposition of the Company substantially as an entirety to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall as an entirety will be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Persontreated as such.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its the Company’s Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) ), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01; and (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and an opinion of all or substantially all counsel stating that the supplemental indenture is the valid and binding obligation of the properties Successor Company, subject to customary exceptions and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personqualifications.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.0212.02 and notwithstanding anything to the contrary in this Indenture, the Company shall not consolidate with, or merge with or intointo any other Person (whether or not affiliated with the Company), or sell, convey, transfer convey or lease all or substantially all of its assets or properties to any Person unless the consolidated person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the assets or properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State state thereof or the District of Columbia; and unless, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to any such transactionconsolidation, merger, sale, conveyance or lease, there shall be no Default or Event of Default shall have occurred and be continuing under this Indenture, and no event which, after notice or passage of time or both, would become an Event of Default. For purposes Further, upon any such consolidation, merger, sale, conveyance or lease, the due and punctual payment of the principal of and premium, if any, and Liquidated Damages, if any, on all of the Notes, according to their terms, and the due and punctual performance and observance of all of the covenants and conditions of this Section 11.01Indenture to be performed by the Company, shall be expressly assumed by supplemental indenture satisfactory in form to the saleTrustee, conveyanceexecuted and delivered to the Trustee by the corporation (if other than the Company) formed by such consolidation, transfer or lease of into which the Company shall have been merged, or which shall have acquired or leased all or substantially all of the properties Company’s assets or properties, and assets of one or more Subsidiaries of such supplemental indenture shall provide for the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personapplicable conversion rights set forth in Article 15.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.0211.03, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its the Company’s Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State state thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes Notes, this Indenture and the Related Collateral Documents and causes such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law (subject to the limitations set forth in this Indenture; andIndenture and the Related Collateral Documents) to preserve and protect the Lien on the Collateral owned by or transferred to the surviving Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee and Collateral Agent an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture and such other supplements and amendments are authorized or permitted by this Indenture and the Related Collateral Documents and an Opinion of Counsel stating that the supplemental indenture is the valid and binding obligation of the Successor Company, subject to customary exceptions and qualifications; and (d) to the extent the Company is not the Successor Company, each Subsidiary Guarantor (unless it is a party to the transactions in this Section 11.01, in which case Section 11.02 shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to the Successor Person’s obligations in respect of this Indenture and the Notes and shall have by written agreement confirmed that its obligations under the Related Collateral Documents shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law (subject to the limitations set forth in this Indenture and the Related Collateral Documents) to preserve and protect the Liens on the Collateral owned by such Subsidiary Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral that may be perfected by the filing of a financing statement or similar document under the UCC or other similar statute or regulation of the relevant statutes or jurisdictions. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (a “Business Combination Event”) (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”)Person, if not the Company, shall be a corporation Qualified Successor Entity (such Person, the “Successor Company”) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the such Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease by one or more Subsidiaries of the Company of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and consolidated assets of the Company on and its Subsidiaries, taken as a consolidated basiswhole, to another Person, shall be deemed to be the sale, conveyance, transfer or lease by the Company of all or substantially all of the properties and consolidated assets of the Company and its Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or into, into or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to otherwise combine with another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) ), or sell, lease or otherwise transfer or dispose of all or substantially all of the Company’s and its Subsidiaries’ consolidated assets, taken as a whole, to another Person (other than one or more of the Company’s Wholly Owned Subsidiaries), unless: (ai) the Company is the surviving corporation or the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”), if not the Company, shall be ) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the such Successor Company (if not the Company) shall expressly assume, assumes by supplemental indenture all of the Company’s obligations of the Company under the Notes and this Indenture; (ii) the Company delivers an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent relating to such consolidation, merger or sale of assets have been complied with; and (biii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes . (b) Upon any such consolidation, merger, combination or sale, lease or other transfer or disposition and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Section 11.01Indenture and the Notes to be performed by the Company, such Successor Company shall succeed to, and may exercise every right and power of and be substituted for, the Company, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture, except in the case of a lease of all or substantially all assets. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, combination or sale, transfer or disposition (but not in the case of a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. (c) No such consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of all or substantially all of the properties and assets of the Company to another Personthis Article 11.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.0211.03, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) ), unless: (a) the resulting, surviving or transferee Person person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Supplemental Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Supplemental Indenture; and (c) the Company, or if the Company is not the resulting, surviving or transferee person, the resulting, surviving or transferee person, shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with the Indenture and that such Supplemental Indenture is authorized or permitted by the Indenture and an Opinion of Counsel stating that the Supplemental Indenture is the valid and binding obligation of the surviving person, subject to customary exceptions. For the avoidance of doubt, for purposes of this Section 11.0111.02, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Personperson, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company on and its Subsidiaries, taken as a consolidated basiswhole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personperson.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company Company, its Subsidiaries and its SubsidiariesConsolidated Variable Interest Entities, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of AmericaStates, any State thereof or thereof, the District of Columbia, the Cayman Islands, the British Virgin Islands or Bermuda and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture indenture, all of the obligations of the Company under the Notes and this Indenture; andIndenture (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.07); (b) if the Company will not be the Successor Company, the Company shall have, at or prior to the effective date of such transaction, delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the execution and delivery of the supplemental indenture do not conflict with the requirements set forth in the Indenture and that all conditions precedent to the execution and delivery of such supplemental indenture have been satisfied and such opinion of counsel also stating that the Notes and this Indenture are the legal, valid, binding and enforceable obligations of the Successor Company; (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this IndentureIndenture with respect to the Notes; (d) the Company shall have undertaken commercially reasonable efforts to restructure the Notes so that, after giving effect to such transaction, any conversion of the Notes will be exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof; (e) if, upon the occurrence of any such transaction, (x) the Notes would become convertible pursuant to the terms of this Indenture into securities issued by an issuer other than the Successor Company, and (y) such Successor Company is a wholly owned subsidiary of the issuer of such securities into which the Notes have become convertible, such other issuer shall fully and unconditionally guarantee on a senior basis the Successor Company’s obligations under the Notes; and (f) other conditions specified in this Indenture are met. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries or Consolidated Variable Interest Entities of the Company to another Person, which properties and assets, if held by the Company instead of such SubsidiariesSubsidiaries or Consolidated Variable Interest Entities, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and consolidated assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the The Company shall will not consolidate with, with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and its assets of the Company and its Subsidiariesto, taken as a wholeany Person, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall ) will be a corporation corporation, limited partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, Columbia and the Successor Company (if not the Company) shall will expressly assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and this the Indenture; andprovided that in the case where the Surviving Company is not a corporation, a co-obligor on the Notes is a corporation; (b) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing continuing; (c) immediately after giving effect to such transaction, the Successor Company would have a Consolidated Coverage Ratio equal to or greater than the Consolidated Coverage Ratio of the Company immediately prior to such transaction or would be able to Incur an additional $1.00 of Indebtedness under Section 3.06(a). (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture. For purposes , and the predecessor Company (except in the case of this Section 11.01, the sale, conveyance, transfer or a lease of all or substantially all its assets) will be released from the obligation to pay the principal of and interest on the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another PersonNotes.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the The Company shall not amalgamate or consolidate with, merge with or into, into or sell, convey, transfer or lease its consolidated properties and assets substantially as an entirety to another Person, unless: (a) either (i) the Company is the Person formed by or surviving such merger or consolidation and the Company remains a corporation organized and validly existing under the laws of the United States, any state thereof or the District of Columbia, or (ii) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or which leases, all or substantially all of the consolidated Company’s properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be ) is a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assumeassumes, by a supplemental indenture indenture, executed and delivered to the Trustee, all of the obligations of the Company under the Notes and this Indenture; andIndenture as applicable to the Notes; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture with respect to the Notes; and (c) if the Company is not the Successor Company, all the conditions specified in Section 9.03 are met. Upon any such amalgamation, consolidation, merger, conveyance, transfer or lease, the Successor Company (if not the Company) shall succeed to, and may exercise every right and power of the Company under this Indenture, and the Company shall be discharged from its obligations under the Notes and the Indenture except in the case of any such lease. For purposes of Notwithstanding the foregoing, this Section 11.01, the sale, 9.01 will not apply to any conveyance, transfer or lease of all properties or substantially all of assets to the properties and assets of Company or to one or more Subsidiaries of the Company to another Person, which properties and assets, if Company’s direct or indirect Subsidiaries that are wholly-owned or that would be wholly-owned but for any directors’ qualifying shares as required by law or shares held by the Company instead nominees on behalf of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another PersonSubsidiaries as required by law.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated its properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such provided that this ‎Article 11 shall not apply to a sale, conveyance, transfer or lease to one of property or more of assets between or among the Company’s direct or indirect Wholly Owned Company and its Subsidiaries) ), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel in accordance with ‎Section 11.03. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section ‎Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s 's direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section ‎Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company on and its Subsidiaries, taken as a consolidated basiswhole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the The Company shall not amalgamate or consolidate with, consummate a binding share exchange with, merge with or into, into or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving transferee or transferee successor Person (the “Successor Company”), if not the Company, shall be a corporation organized or incorporated and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture an amendment in form and substance reasonably acceptable to the Requisite Purchasers, all of the obligations of the Company under the Notes and this IndentureAgreement; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this IndentureAgreement with respect to the Notes. For purposes Notwithstanding the foregoing, in the event that upon the occurrence of any such amalgamation, consolidation, binding share exchange, merger, sale conveyance or transfer permitted by this Section 11.0111, the saleNotes would become convertible into, conveyanceor exchangeable for, transfer securities issued by a Person that is the direct or lease indirect parent entity (the “Successor Parent Entity”) of all the resulting, surviving, transferee or substantially successor corporation in such transaction, such Successor Parent Entity shall expressly assume, by an amendment in form and substance reasonably acceptable to the Requisite Purchasers, all of the properties and assets of one or more Subsidiaries obligations of the Company to another Personunder the Notes and this Agreement, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, Successor Parent entity shall thereafter be deemed to be the sale, conveyance, transfer or lease of “Successor Company” for all or substantially all of purposes under this Agreement (including this Section 11) and the properties and assets of the Company to another PersonNotes.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.0212.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated its assets and properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), ) if not the Company, Company shall be a corporation business entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Notes and Notes, this Indenture; Indenture and, to the extent that it is otherwise still operative, the Registration Rights Agreement; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) if such Person is not a corporation, the Company has received an opinion of nationally recognized counsel experienced in such matters to the effect that investors in the Notes will be subject to tax for U.S. federal income tax purposes with respect to their investment in the Notes after such transaction in the same amount, at the same time and otherwise in the same manner as prior to such transaction. Upon any such consolidation, merger, conveyance, transfer or lease, the resulting, surviving or transferee (by conveyance, lease or otherwise) Person (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture. For purposes of this Section 11.0112.01, the sale, lease, conveyance, transfer assignment, transfer, or lease other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another PersonCompany, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another PersonCompany.

Company May Consolidate, Etc. on Certain Terms. Subject to Unless otherwise provided in the provisions terms of Section 11.02such Debt Securities, the Company shall not consolidate with, with or merge with or intointo any other entity or convey or transfer all or substantially all of its assets to any Person, unless: (1) either the Company shall be the continuing entity, or sell, convey, the entity (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental indenture all hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the obligations principal of (and premium, if any) and interest, if any, on all the Debt Securities and the performance of every covenant of this Indenture on the part of the Company under the Notes and this Indenture; andto be performed or observed; (b2) immediately after giving effect to such transaction, no Default default or Event of Default shall have occurred happened and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of continuing; and (3) the Company and the successor Person have delivered to another Personthe Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, which properties merger, conveyance or transfer and assets, if held by the Company instead of such Subsidiaries, would constitute supplemental indenture comply with this Article and that all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed conditions precedent herein provided for relating to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personsuch transaction have been complied with.”

Company May Consolidate, Etc. on Certain Terms. Subject to Unless otherwise provided in the provisions terms of Section 11.02such Debt Securities, the Company shall not consolidate with, with or merge with or intointo any other entity or convey or transfer all or substantially all of its assets to any Person, unless: (1) either the Company shall be the continuing entity, or sell, convey, the entity (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental indenture all hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the obligations principal of (and premium, if any) and interest, if any, on all the Debt Securities and the performance of every covenant of this Indenture on the part of the Company under the Notes and this Indenture; andto be performed or observed; (b2) immediately after giving effect to such transaction, no Default default or Event of Default shall have occurred happened and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of continuing; and (3) the Company and the successor Person have delivered to another Personthe Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, which properties merger, conveyance or transfer and assets, if held by the Company instead of such Subsidiaries, would constitute supplemental indenture comply with this Article and that all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed conditions precedent herein provided for relating to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personsuch transaction have been complied with.” 1 NTD: Record date provision incorporated into Base Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject Section 8.01 of the Senior Indenture shall not be applicable to the provisions of Section 11.02, Notes and in its place and stead the following provision shall be applicable: The Company shall not may consolidate with, merge with or into, or sell, convey, transfer lease or lease convey all or substantially all of the consolidated properties and its assets of the Company and its Subsidiariesto, taken as a wholeor merge with or into any other corporation, to another Person (other than provided that in any such salecase, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries(1) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not either the Company, Boston Properties or another Person controlled by Boston Properties shall be the continuing corporation, or the successor corporation shall be a corporation organized and existing under the laws of the United States of AmericaStates, any State thereof or the District of ColumbiaColumbia and such successor corporation shall expressly assume the due and punctual payment of the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on the Notes, according to their tenor, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture due and punctual performance and observance of all of the obligations covenants and conditions of the Senior Indenture, as amended by the Fifth Supplemental Indenture, to be performed by the Company under by supplemental indenture, complying with Article Nine of the Notes Senior Indenture, as amended by this Fifth Supplemental Indenture, satisfactory to the Trustee, executed and this Indenture; and delivered to the Trustee by such corporation and (b2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time of such transaction, no Default or Event of Default Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personcontinuing.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions Nothing contained in this Indenture or in any Securities of Section 11.02any series shall prevent any consolidation, amalgamation or merger of the Company shall not consolidate with, merge with or intointo any other corporation or corporations (whether or not affiliated with the Company), or sellsuccessive consolidations, conveyamalgamations or mergers in which the Company or its successor or successors shall be a party or parties, transfer or shall prevent any sale, conveyance or lease of all or substantially all the property of the Company to any other corporation (whether or not affiliated with the Company) authorized to acquire and operate the same; provided and the Company hereby covenants and agrees, that: (1) in a transaction in which the Company does not survive or in which the Company sells, conveys, or leases all or substantially all of its property, the consolidated properties and assets successor entity is incorporated under the laws of the Company and its Subsidiaries, taken as a whole, to another Person (other than Canada or any such sale, conveyance, transfer Province or lease to one Territory thereof or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, America or any State thereof or the District of Columbia, (2) upon any such consolidation, amalgamation, merger, sale, conveyance or lease, the due and punctual payment of the principal of (and premium if any) and interest on all of the Securities, and the Successor Company (if not due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company) , shall be expressly assumeassumed, by supplemental indenture all of satisfactory in form to the obligations of Trustee, executed and delivered to the Trustee, by the corporation (if other than the Company) formed by such consolidation or amalgamation, or into which the Company under shall have been merged, or by the Notes and this Indenture; corporation which shall have acquired or leased such property, and (b3) immediately after giving effect to such transaction, no Event of Default or event that with the passing of time or the giving of notice, or both, would constitute an Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personcontinuing.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or into, into or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to otherwise combine with another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) ), or sell, lease or otherwise transfer or dispose of all or substantially all of the Company’s and its Subsidiaries’ consolidated assets, taken as a whole, to another Person (other than one or more of the Company’s Wholly Owned Subsidiaries), unless: (ai) the Company is the surviving corporation or the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”), if not the Company, shall be ) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the such Successor Company (if not the Company) shall expressly assume, assumes by supplemental indenture all of the Company’s obligations of the Company under the Notes and this Indenture; (ii) the Company delivers an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent relating to such consolidation, merger or sale of assets have been complied with and that such consolidation, merger, sale, conveyance, transfer or lease complies with the provisions of this Indenture; and (biii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes . (b) Upon any such consolidation, merger, combination or sale, lease or other transfer or disposition and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Section 11.01Indenture and the Notes to be performed by the Company, such Successor Company shall succeed to, and may exercise every right and power of and be substituted for, the Company, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture, except in the case of a lease of all or substantially all assets. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, combination or sale, transfer or disposition (but not in the case of a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. (c) No such consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of all or substantially all of the properties and assets of the Company to another Personthis Article 11.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or into, into or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to otherwise combine with another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) ), or sell, lease or otherwise transfer or dispose of all or substantially all of the Company’s and its Subsidiaries’ consolidated assets, taken as a whole, to another Person (other than one or more of the Company’s Wholly Owned Subsidiaries), unless: (ai) the Company is the surviving corporation or the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”), if not the Company, shall be ) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the such Successor Company (if not the Company) shall expressly assume, assumes by supplemental indenture all of the Company’s obligations of the Company under the Notes and this Indenture; (ii) the Company delivers an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent relating to such consolidation, merger or sale of assets have been complied with and that such consolidation, merger, sale, conveyance, transfer or lease complies with the terms of this Indenture; and (biii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes . (b) Upon any such consolidation, merger, combination or sale, lease or other transfer or disposition and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid Special Interest, if any, on all of the Notes, the due and punctual delivery and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Section 11.01Indenture and the Notes to be performed by the Company, such Successor Company shall succeed to, and may exercise every right and power of and be substituted for, the Company, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture, except in the case of a lease of all or substantially all assets. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, combination or sale, transfer or disposition (but not in the case of a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. (c) No such consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of all or substantially all of the properties and assets of the Company to another Personthis Article 11.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section ‎Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture indenture, all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section ‎Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section ‎Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section ‎Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on and its Subsidiaries, taken as a consolidated basiswhole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its the Company’s Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned wholly-owned Subsidiaries) ), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01; and (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and an Opinion of all or substantially all Counsel stating that the supplemental indenture is the valid and binding obligation of the properties Successor Company, subject to customary exceptions and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personqualifications.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated its properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) the Company has delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent to such consolidation, merger, or sale, conveyance, transfer or lease of assets and such supplemental indenture (if any) have been complied with and that such consolidation, merger, sale conveyance, transfer or lease and such supplemental indenture (if any) complies with the provisions of this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiariesconsolidated subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that such transaction complies with this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person. Notwithstanding the foregoing, this Article 11 shall not apply to any sale, conveyance, transfer or lease of assets between or among the Company and its direct or indirect Wholly-Owned Subsidiaries and, in such an event, the Company shall not be discharged from its obligations under the Notes and this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this IndentureIndenture (including, for the avoidance of doubt, the obligation to pay Additional Amounts, as set forth in Section 4.09); (b) if the Company is not the resulting, surviving or transferee Person, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture, if any, is authorized or permitted by, and complies with, this Indenture and with respect to such Opinion of Counsel, is the legal, valid and binding obligation of the Successor Company, subject to customary exceptions and qualifications; and (bc) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and consolidated assets of the Company and its Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) The Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that such transaction and any related supplemental indenture comply with this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) ), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01; and (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and an Opinion of all or substantially all Counsel stating that the supplemental indenture is the valid and binding obligation of the properties Successor Company, subject to customary exceptions and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Personqualifications.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not (i) consolidate with, with or merge with or intointo or otherwise combine with another Person, or (ii) sell, convey, lease or otherwise transfer or lease dispose of all or substantially all of the consolidated properties and assets of the Company Company’s and its Subsidiaries’ consolidated assets, taken as a whole, to another Person (other than any such salethan, conveyancein the case of this clause (ii), transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) ), unless: (ai) the Company is the surviving corporation or the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”), if not the Company, shall be ) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the such Successor Company (if not the Company) shall expressly assume, assumes by supplemental indenture all of the Company’s obligations of the Company under the Notes and this Indenture; (ii) the Company delivers an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent relating to such consolidation, merger or combination, or such sale, lease, transfer or disposition of assets, have been complied with and that such consolidation, merger, combination, sale, lease, transfer or disposition complies with the terms of this Indenture; and (biii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes . (b) Upon any such consolidation, merger, combination or sale, lease or other transfer or disposition and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, and accrued and unpaid interest on, all of the Notes, the due and punctual delivery and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Section 11.01Indenture and the Notes to be performed by the Company, such Successor Company shall succeed to, and may exercise every right and power of and be substituted for, the Company, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture, except in the case of a lease of all or substantially all assets. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, combination or sale, transfer or disposition (but not in the case of a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. (c) No such consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of all or substantially all of the properties and assets of the Company to another Personthis Article 11.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (each a “Business Combination Event”) (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly its Wholly-Owned Subsidiaries) ), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”)Person, if not the Company, shall be a corporation Qualified Successor Entity (such Qualified Successor Entity, the “Successor Company”) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, assume by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more of Subsidiaries of the Company to another PersonCompany, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the (a) The Company shall not consolidate with, with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (ai) (x) the Company is the continuing corporation or (y) the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”), if not the Company, shall be ) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company such corporation (if not the Company) shall expressly assume, assumes by supplemental indenture all of the Company’s obligations of the Company under the Notes and this Indenture; and (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01. (b) Upon any such consolidation, the merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of all or substantially the due and punctual payment of the principal of and accrued and unpaid interest on all of the properties Notes, the due and assets punctual delivery and/or payment, as the case may be, of one any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to, and may exercise every right and power of and be substituted for, the Company, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture, except in the case of a lease. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or more Subsidiaries in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to another Personthe Trustee for authentication, which properties and assets, if held by any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Company instead Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiaries, would constitute all or substantially all Notes had been issued at the date of the properties and assets execution hereof. In the event of the Company on a consolidated basisany such consolidation, shall be deemed to be the merger, sale, conveyance, transfer or lease disposition (but not in the case of all or substantially all a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture shall be released from its liabilities as obligor and maker of the properties Notes and assets of from its obligations under this Indenture and the Company to another PersonNotes.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on and its Subsidiaries, taken as a consolidated basiswhole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.0210.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated its assets and properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), ) if not the Company, Company shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, Columbia and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Notes and Notes, this IndentureIndenture and, to the extent that it is otherwise still operative, shall expressly assume all the obligations of the Company under the Registration Rights Agreement; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing continuing. Upon any such consolidation, merger, conveyance, transfer or lease the resulting, surviving or transferee (by conveyance, lease or otherwise) Person (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture. For purposes of this Section 11.0110.01, the sale, lease, conveyance, transfer assignment, transfer, or lease other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another PersonCompany, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another PersonCompany.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its direct or indirect Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) the Company shall have delivered to the Trustee on or prior to the consummation of the proposed transaction an Officer’s Certificate and an Opinion of Counsel, each stating that the proposed transaction and any related supplemental indenture comply with this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and consolidated assets of the Company and its direct and indirect Subsidiaries, taken as a whole, to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the The Company shall not amalgamate or consolidate with, consummate a binding share exchange with, merge with or into, into or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving transferee or transferee successor Person (the “Successor Company”), if not the Company, shall be a corporation organized or incorporated and existing under the laws of the United States of America, America (or any State thereof or the District of Columbia, ) or the laws of Canada (or any province thereof) and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture an amendment in form and substance reasonably acceptable to the Requisite Purchasers, all of the obligations of the Company under the Notes and this IndentureAgreement; and (b) immediately after giving effect to such transaction, no Default default or Event of Default shall have occurred and be continuing under this IndentureAgreement with respect to the Notes. For purposes Notwithstanding the foregoing, in the event that upon the occurrence of any such amalgamation, consolidation, binding share exchange, merger, amalgamation, sale conveyance or transfer permitted by this Section 11.01‎11, the saleNotes would become convertible into, conveyanceor exchangeable for, transfer securities issued by a Person that is the direct or lease indirect parent entity (the “Successor Parent Entity”) of all the resulting, surviving, transferee or substantially successor corporation in such transaction, such Successor Parent Entity shall expressly assume, by an amendment in form and substance reasonably acceptable to the Requisite Purchasers, all of the properties and assets of one or more Subsidiaries obligations of the Company to another Personunder the Notes and this Agreement, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, Successor Parent entity shall thereafter be deemed to be the sale, conveyance, transfer or lease of “Successor Company” for all or substantially all of purposes under this Agreement (including this Section ‎11) and the properties and assets of the Company to another PersonNotes.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to to, another Person (other than any such salePerson, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, assume by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel in accordance with Section 11.03. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company on and its Subsidiaries, taken as a consolidated basiswhole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person.