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

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer transfer, or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer transfer, or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in case the Company shall consolidate with or merge into another Person or convey, transfer transfer, or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation, shall be organized and validly existing under the laws of the United States of America or America, any State or Territory thereof of its states or the District of Columbia Columbia, and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer transfer, or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture indenture, comply with this Article VIII and that all conditions precedent herein in this Indenture provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not not, in a single transaction or a series of related transactions, consolidate or merge with or merge into any other Person or permit any other Person to consolidate or merge with or into the Company or, directly or indirectly, transfer, convey, transfer sell, lease or lease otherwise dispose of all or substantially all of its properties and assets as an entirety or substantially as an entirety to any PersonPerson or group of affiliated Persons, and no Person shall consolidate with in one transaction or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Companya series of related transactions, unless: (a1) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into in a transaction in which the Company is merged does not survive or in which the Person that acquires by conveyance Company transfers, conveys, sells, leases or transfer, otherwise disposes of all or that leasessubstantially all of its assets, the properties and assets successor entity (for purposes of the Company substantially as an entirety this Article 8, a “Successor Company”) shall be an a corporation, partnership, trust or other entity organized and validly existing under the laws of the United States of America or America, any State or Territory state thereof or the District of Columbia Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual prompt payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving pro forma effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such transfer, conveyance, sale, lease or other disposition, assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or the Successor Company, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; (4) any other conditions provided pursuant to Section 3.01 with respect to the Securities of a series are satisfied; and (c5) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer, conveyance, transfer sale, lease or lease other disposition and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge with or into the Company or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to the Company, unless: (a) if either (i) the Company shall consolidate with or merge into another be the continuing Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (ii) the entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, all or substantially all of the properties and assets of the Company substantially as an entirety (the “Surviving Entity”), (A) shall be an entity organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and (B) the Surviving Entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment all of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part obligations of the Company to be performed or observedunder the Notes and this Indenture; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c) the Company or the Surviving Entity has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII 3 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1Article 4, respectively.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a Person organized and existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and any premium premium, if any) and interest (including any Additional Interest) on all the Securities Notes and the performance and observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply complies with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; . Notwithstanding the foregoing, any Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1Company.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease (as lessor) its properties and assets as, or substantially as as, an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if (i) in the case of a merger, (1) the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any is the surviving Person, or (2) the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company as, or substantially as as, an entirety shall be an entity a corporation or partnership, shall be organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuingexist; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into (whether or not the Company is the surviving Person) any other Person or entity and the Company shall not sell, convey, transfer assign, transfer, lease or lease its properties and otherwise dispose of all or substantially all of the Company’s assets substantially as an entirety to any Person, and no Person shall consolidate with in a single transaction or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Companyseries of related transactions, unless: (a1) if either (A) the Company shall consolidate with or merge into another be the surviving Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (B) the entity formed by such consolidation or into which surviving Person (if other than the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety Company) shall be an entity a corporation or limited liability company organized and validly existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trusteeshall, in form reasonably satisfactory to the Trusteeany such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance and observance of every covenant of this Indenture to be performed or observed on the part of the Company to be performed or observedCompany; (b2) immediately after giving effect to such the transaction, no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened occurred and be continuing; and; (c3) if the Company has will not be the resulting or surviving Person, the Company shall have, at or prior to the effective date of such consolidation or merger or sale, conveyance, assignment, transfer, lease or other disposition, delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, merger or transfer or lease complies with this Article 6.01 and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply complies with this Article VIII Article, and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities Senior Notes and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture indenture, comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer transfer, or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer transfer, or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in case the Company shall consolidate with or merge into another Person or convey, transfer transfer, or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer transfer, or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture indenture, comply with this Article VIII and that all conditions precedent herein in this Indenture provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ ' Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate convert into, or consolidate, amalgamate or merge with or merge into any other Person or sell, convey, transfer assign, transfer, lease or lease its otherwise dispose of all or substantially all of the properties and assets substantially as an entirety of the Company and its Subsidiaries on a consolidated basis to any other Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which either: (i) the Company is merged the surviving Person; or (ii) the Person that acquires formed by conveyance or surviving any such consolidation, amalgamation or merger or resulting from such conversion (if other than the Company) or to which such sale, conveyance, assignment, transfer, lease or that leasesother disposition has been made is a corporation, the properties and assets of the Company substantially as an entirety shall be an entity limited liability company or limited partnership organized and or existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assumeColumbia; (b) the Person formed by or surviving any such conversion, consolidation, amalgamation or merger (if other than the Company) or the Person to which such sale, conveyance, assignment, transfer, lease or other disposition has been made assumes by an indenture supplemental heretoto this Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and any premium premium, if any) and interest (including any Additional Interest) on all the Securities Notes and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (bc) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (cd) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such conversion, consolidation, amalgamation, merger, sale, conveyance, transfer assignment, transfer, lease or lease and, if a supplemental indenture is required in connection with such transaction, any other disposition and such supplemental indenture comply with this Article VIII Eight and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not may not, without the consent of the Holders, consolidate with or with, merge into any other Person or convey, transfer or lease its properties all or substantially all of the property and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into of the Company or conveyand its Subsidiaries, transfer or lease its properties and assets substantially taken as an entirety a whole, to the Company, another Person unless: (a) if either (1) the Company shall consolidate with be the resulting or merge into another surviving corporation or (2) the Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (if other than the entity Company) formed by such consolidation or into which the Company is merged merged, or the Person that which acquires by conveyance transfer or transfer, lease all or that leases, substantially all of the properties property and assets of the Company substantially as an entirety Company, shall (i) be an entity organized a corporation incorporated and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall (ii) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part obligations of the Company to be performed or observedunder the Notes and this Indenture; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c) if the Company has will not be the resulting or surviving corporation, the Company shall have, at or prior to the effective date of such consolidation, merger, conveyance, transfer or lease, delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease complies with this Article 10 and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply complies with this Article VIII 10, and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if either (i) the Company shall consolidate with or merge into another be the continuing Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (ii) the entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety (the “Surviving Entity”), (1) shall be an entity either (a) organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia Columbia, or (b) organized under the laws of a jurisdiction outside the United States and has common stock traded on a national securities exchange in the United States and a worldwide total market capitalization of its equity securities before giving effect to the consolidation or merger of at least US$2 billion, and (2) the Surviving Entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment all of the principal obligations of and any premium and interest (including any Additional Interest) on all the Company under the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observedIndenture; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c) the Company or the Surviving Entity has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII 8 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1Article 9, respectively.

Company May Consolidate, Etc., Only on Certain Terms. The (a) Subject to Section 8.01(b), the Company shall not consolidate with or merge into any other Person or convey, convey or transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (ai) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that leases, transfer the properties and assets of the Company substantially as an entirety shall be an entity a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of of, and any premium premium, if any, and interest (including any Additional Interest) interest, if any, on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (bii) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (ciii) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, conveyance, conveyance or transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; . (b) The provisions of Section 8.01(a)(i), (ii) and (iii) shall not be applicable to the Trustee may rely upon such Officers’ Certificate and Opinion direct or indirect conveyance or transfer of Counsel as conclusive evidence that such transaction complies with this Section 8.1all or any portion of the stock, assets or liabilities of any of the Company’s wholly owned Subsidiaries to the Company or to other wholly owned Subsidiaries of the Company.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not not, in a single transaction or through a series of related transactions, consolidate or merge with or merge into any other Person, or, directly or indirectly, sell, convey, transfer, lease or otherwise dispose of all or substantially all of Company’s assets to another Person or group of affiliated Persons, except that the Company may consolidate or merge with or into, or sell, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to any Person, and no another Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unlessif: (ai) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged the surviving Person or the resulting, surviving, transferee or successor Person that acquires by conveyance or transfer, or that leases, (the properties and assets of “Successor Company”) (if other than the Company substantially as an entirety shall be an entity Company) is a corporation organized and existing under the laws of the United States of America or America, any State or Territory thereof of the United States of America or the District of Columbia and shall such Successor Company (if not the Company) expressly assume, assumes by an indenture supplemental heretohereto all obligations of the Company under this Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual including payment of the principal of and any premium Principal Amount and interest (including any Additional Interest) on all the Securities Notes, and the performance and observance of every covenant all of the covenants and conditions of this Indenture on to be performed by the part Company, and expressly assumes by a supplement all obligations of the Company under the Registration Rights Agreement, and the performance and observance of all of the covenants and conditions of the Registration Rights Agreement to be performed or observedby the Company; (bii) immediately after giving effect to such transaction, no Event Default under this Indenture has occurred and is continuing; (iii) if, upon the occurrence of Defaultany such consolidation, merger, sale, conveyance, transfer, lease or other disposal, (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 no event that(y) such Successor Company is a wholly owned Subsidiary of the issuer of such securities into which the Notes have become convertible, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened such other issuer will fully and be continuingunconditionally guarantee on a senior basis the Successor Company’s obligations under the Notes; and (civ) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that such consolidation, merger, sale, conveyance, transfer lease or lease other disposal and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture indenture, comply with this Article VIII 9 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1satisfied.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its all or substantially all of the Company’s properties and assets substantially as an entirety to any Person, and no successor Person shall consolidate with in a single transaction or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Companyseries of transactions, unless: (a) either: (i) the resulting, continuing, surviving or transferee Person is the Company; or (ii) the resulting, continuing, surviving or transferee Person is a corporation or limited liability company (provided, that the successor may be a limited liability company only if the Company shall consolidate with or merge Securities remain convertible into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets common stock of the Company substantially as an entirety shall be an entity a corporation) organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment all of the principal obligations of and any premium and interest (including any Additional Interest) on all the Company under the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observedIndenture; (b) immediately after giving effect to such transaction, no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened occurred and be continuing; (c) if as a result of such transaction the Securities become convertible into Common Stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations of the Company or such successor under the Securities and this Indenture; and (cd) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel (upon which the Trustee may conclusively rely), each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall (i) be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall (ii) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person corporation or convey, convey or transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity corporation formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that leases, transfer the properties and assets of the Company substantially as an entirety shall be an entity a corporation organized and existing under the laws of the United States of America or any State or Territory thereof state or the District of Columbia Columbia, and shall expressly assume, by an a supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, or both, would constitute become an Event of Default, shall have happened and be continuing; and (c3) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyanceconveyance or transfer, transfer or lease and, and if a supplemental indenture is required in connection with such a transaction, any such supplemental indenture comply indenture, complies with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not may not, without the consent of the Holders, consolidate with or with, merge into any other Person or convey, transfer or lease its properties all or substantially all of the property and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into of the Company and its Subsidiaries, taken as a whole, to another Person (other than a transfer of all or conveysubstantially all of the assets of the Company and its Subsidiaries, transfer taken as a whole, to one or lease its properties and assets substantially as an entirety to the Company, more direct or indirect wholly-owned Subsidiaries) unless: (a) if either (1) the Company shall consolidate with be the resulting or merge into another surviving corporation or (2) the Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (if other than the entity Company) formed by such consolidation or into which the Company is merged merged, or the Person that which acquires by conveyance transfer or transfer, lease all or that leases, substantially all of the properties property and assets of the Company substantially as an entirety Company, shall (i) be an entity a corporation, limited liability company, partnership or trust organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia Columbia, in each case, that is treated as a corporation for U.S. federal income tax purposes, and the property into which the Notes are convertible shall be the stock or other equity of an entity that is treated as a corporation for U.S. federal income tax purposes, and (ii) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part obligations of the Company to be performed or observedunder the Notes and this Indenture; (b) immediately at the time of, and after giving effect to to, such transaction, no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened occurred and be continuing; and (c) if the Company has will not be the resulting or surviving corporation, the Company shall have, at or prior to the effective date of such consolidation, merger, conveyance, transfer or lease, delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease complies with this Article 10 and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply complies with this Article VIII 10, and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate or amalgamate with or merge into any other Person (whether or not affiliated with the Company), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Personother Person (whether or not affiliated with the Company), and no the Company shall not permit any other Person shall (whether or not affiliated with the Company) to consolidate or amalgamate with or merge into the Company or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company, ; unless: (a1) if in case the Company shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the entity Person formed by such consolidation or amalgamation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company as an entirety or substantially as an entirety shall be an entity a Corporation organized and existing under the laws of the United States of America or any State or Territory state thereof or the District of Columbia and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and the Guarantor and delivered to the Trustee, in form reasonably satisfactory to the Trustee, Trustee the due and punctual payment of the principal of and of, any premium and interest (including on and any Additional Interest) on Amounts with respect to all the Securities and the performance of every covenant of obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observedobserved and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities; (b2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no Default or event thatwhich, after notice or lapse of time, or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c3) either the Company has or the successor Person shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture are authorized and comply with this Article VIII Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not directly or indirectly consolidate with or merge into any other Person with or conveyinto, transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets and properties and the assets substantially and properties of its Subsidiaries (taken as an entirety a whole) in one or more related transactions to any another Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if either: (i) the Company shall consolidate with is the survivor; or merge into another (ii) the Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by or surviving any such consolidation or into merger (if other than the Company) or to which the Company is merged or the Person that acquires by such sale, assignment, transfer, lease, conveyance or transferother disposition has been made is a Person formed, organized or that leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States, any state of the United States of America or any State or Territory thereof or the District of Columbia and Columbia; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made shall expressly assume, by an indenture (or indentures if at such time there is more than one Trustee) supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, executed by the successor Person and delivered to the Trustee, the due and punctual payment of the principal of of, and any premium and interest (including any Additional Interest) on on, all the Securities and the performance of every covenant of this Indenture on the part obligation of the Company to be performed or observedin this Indenture and the Securities of each series; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and (c) either the Company has or the successor Person shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyancesale, transfer assignment, transfer, lease, conveyance or lease other disposition and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII 11 and that all conditions precedent herein provided for relating to such transaction have been complied with; and (d) immediately after giving effect to such transaction, no Event of Default or event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1be continuing.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not will not, in a single transaction or a series of related transactions, consolidate with or merge into any other Person with or into, or convey, transfer or lease all or substantially all its properties and assets substantially as an entirety to (computed on a consolidated basis) to, any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Companygroup of affiliated Persons, unless: (a) if the resulting, surviving or transferee Person shall be the Company shall consolidate with or merge into another Person or conveyor, transfer or lease its properties and assets substantially as an entirety to any Personif not the Company, the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall be an a corporation, partnership, limited liability company or other entity organized and existing under the laws of the United States of America or America, any State or Territory state thereof or the District of Columbia (the “Successor Company”), and such Successor Company shall expressly assume, by an indenture supplemental heretoto this Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part obligations of the Company under the Notes and this Indenture (and the Subsidiary Guarantees, if applicable, shall be confirmed as applying to be performed or observedsuch Person’s obligations); (b) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened occurred and be continuing; (c) immediately after giving effect to such transaction, the resulting, surviving or transferee Person would be able to Incur at least $1.00 of Indebtedness pursuant to Section 10.13(a) or the Consolidated Cash Flow Coverage Ratio of the resulting, surviving or transferee Person would be greater than immediately prior to such transaction; and (cd) the Company has shall have delivered to the Trustee an Officers’ Officer’s Certificate and if a supplemental indenture is required, an Opinion of Counsel, each stating that such consolidation, mergermerger or transfer and such supplemental indenture (if any) comply with this Indenture. The Successor Company will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor company, in the case of a conveyance, transfer or lease andlease, if a supplemental indenture is required shall be released from its obligations under the Notes. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries, the Company’s interest in connection with such transaction, any such supplemental indenture comply with this Article VIII which constitutes all or substantially all of the properties and that assets of the Company will be deemed to be the transfer of all conditions precedent herein provided for relating to such transaction have been complied with; or substantially all of the properties and assets of the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1Company.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall will not consolidate with or merge into any other Person with or into, or convey, transfer or lease all or substantially all its properties and assets substantially as an entirety to to, any Person, and no Person shall consolidate with or merge into the enter in any scheme of arrangement or other transaction pursuant to which a Holding Company succeeds to all or convey, transfer or lease its properties and assets substantially as an entirety to all of the Company’s assets and liabilities, unless: (a1) if the Company shall consolidate with resulting, surviving or merge into another transferee Person or conveysuch Holding Company, transfer or lease its properties and assets substantially as an entirety to any Personthe case may be, (the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall “Successor Company”) will be an entity a corporation organized and existing under the laws of the Kingdom of Sweden, any other member state of the European Union, or of the United States of America or America, any State or Territory thereof of the United States or the District of Columbia and shall the Successor Company (if not the Company) will expressly assume, by an indenture supplemental heretoindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part obligations of the Company to be performed or observedunder the Notes and this Indenture; (b2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, no Event the Successor Company would be able to Incur at least €1.00 of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuingadditional Indebtedness pursuant to the first paragraph under Section 10.7; and (c4) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, mergermerger or transfer and such supplemental indenture (if any) comply with this Indenture. For purposes of this Section 8.1, the sale, lease, conveyance, transfer assignment, transfer, or lease andother disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, 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 supplemental indenture is consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The predecessor Company will be released from its obligations under this Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes. Notwithstanding the preceding clause 8.1(3), (x) any Restricted Subsidiary may be consolidated with, merge into or transfer all or part of its properties and assets to the Company and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax benefits; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be required in connection with such transaction, any such supplemental indenture to comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this preceding Section 8.18.1(4).

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture indenture, comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company, in a transaction in which the Company or convey, transfer or lease its properties and assets substantially as an entirety to is not the Companysurviving entity, unless: (ai) if in case the Company shall consolidate with or merge into another Person or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) interest, if any, on all the outstanding Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (bii) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company as a result of such transaction as having been incurred by the Company at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and (ciii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1Article.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not amalgamate or consolidate with or merge into or enter into any statutory arrangement with any other Person Person, or, directly or indirectly, convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by or continuing from such amalgamation or consolidation or into which the Company is merged or with which it enters into such statutory arrangement or the Person that which acquires by operation of law or by conveyance or transfer, or that which leases, all or substantially all of the properties and assets of the Company substantially as an entirety shall be an entity a corporation, partnership or trust organized and validly existing under the laws of Canada or any province or territory thereof, the United States of America or any State or Territory state thereof or the District of Columbia and or, if such amalgamation, merger, consolidation, statutory arrangement or other transaction would not impair the rights of Holders, any other country, and, unless the Company is the continuing corporation, shall expressly assume, by an indenture supplemental hereto, executed and delivered to the TrusteeTrustees, in form reasonably satisfactory to the TrusteeTrustees, the Company’s obligation for the due and punctual payment of the principal of (and any premium premium, if any), and interest (including any Additional Interest) interest, if any, on all the Securities and the performance and observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction, no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened and be continuing; and (c3) the Company has or such Person shall have delivered to the Trustee Trustees an Officersofficers’ Certificate and an Opinion opinion of Counsel, each stating that such amalgamation, statutory arrangement, consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; . This Section 9.01 shall only apply to a merger, consolidation or amalgamation in which the Company is not the surviving Person and to conveyances, leases and transfers by the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel Company as conclusive evidence that such transaction complies with this Section 8.1transferor or lessor.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not merge or consolidate with or merge into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or conveysell, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and property (provided that, for the avoidance of doubt, a pledge of assets substantially as an entirety pursuant to any Person, and no Person shall consolidate with or merge into secured debt instrument of the Company or conveyits Subsidiaries shall not be deemed to be any such sale, transfer transfer, lease, conveyance or lease its properties and assets substantially as an entirety to the Company, disposition) in one transaction or series of related transactions unless: (a1) if the Company shall consolidate with be the surviving Person (the “Surviving Person”) or merge into another the Surviving Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (if other than the entity Company) formed by such merger or consolidation or into to which the Company is merged or the Person that acquires by such sale, transfer, lease, conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety disposition is made shall be an entity a corporation or limited liability company organized and existing under the laws of the United States of America or America, any State or Territory state thereof or the District of Columbia and shall Columbia; (2) the Surviving Person (if other than the Company) expressly assumeassumes, by an supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of of, and any premium premium, if any, and interest (including any Additional Interest) on on, all the Securities Notes Outstanding, and the due and punctual performance and observance of every covenant all the covenants and conditions of this Indenture on the part of the Company to be performed or observedby the Company; (b3) immediately before and immediately after giving effect to such transactiontransaction or series of related transactions, no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened occurred and be continuing; and (c4) in the case of a merger where the Surviving Person is other than the Company, the Company has delivered shall deliver, or cause to be delivered, to the Trustee Trustee, an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease andtransaction and the supplemental indenture, if a supplemental indenture is required any, in connection with such transaction, any such supplemental indenture respect thereto comply with this Article VIII Section 8.1 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer transfer, or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer transfer, or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in case the Company shall consolidate with or merge into another Person or convey, transfer transfer, or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation, shall be organized and validly existing under the laws of the United States of America or America, any State or Territory thereof of its states or the District of Columbia Columbia, and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer transfer, or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein in this Indenture provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in the event the Company shall consolidate with or merge into another Person corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation organized and existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and any premium premium, if any) and interest (including any Additional Interest) on all the Securities and the performance and observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply complies with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person entity and the Company shall not, and shall not cause or permit any Restricted Subsidiary to, sell, convey, transfer assign, transfer, lease or lease its properties otherwise dispose of all or substantially all of the Company’s and the Restricted Subsidiaries’ assets substantially as an entirety (determined on a consolidated basis for the Company and the Restricted Subsidiaries) to any Person, and no Person shall consolidate with in a single transaction or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Companyseries of related transactions, unless: (a1) if either (A) the Company shall consolidate with or merge into another be the Surviving Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (B) the entity formed by such consolidation or into which Surviving Person (if other than the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety Company) shall be an entity a corporation or limited liability company organized and validly existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trusteeshall, in form reasonably satisfactory to the Trusteeany such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of and any premium of, premium, if any, and interest (including any Additional Interest) on all the Securities and the performance and observance of every covenant of this Indenture to be performed or observed on the part of the Company to be performed or observedCompany; (2) immediately thereafter, on a pro forma basis after giving effect to such transaction (and treating any Indebtedness not previously an obligation of the Company or any Restricted Subsidiary in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; Any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its assets to the Company or another Restricted Subsidiary. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all the assets of one or more Restricted Subsidiaries the Capital Stock of which constitute all or substantially all the assets of the Company shall be deemed to be the transfer of all or substantially all the assets of the Company. (b) No Guarantor may sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving Person), another Person unless: (1) immediately after giving effect to such that transaction, no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuingDefault exists; and (c2) in the case of a consolidation with or merger into another Person, either (i) such Guarantor shall be the Surviving Person or (ii) the Company has delivered Surviving Person (if other than such Guarantor) shall be a corporation, partnership, company or trust organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture reasonably satisfactory to the Trustee all obligations of such Guarantor under its Guarantee and the performance and observance of every covenant of this Indenture to be performed or observed on the part of such Guarantor. (c) In connection with any consolidation, merger, transfer, lease or other disposition contemplated hereby, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyancetransfer, transfer lease or lease and, if a other disposition and the supplemental indenture in respect thereof comply with the requirements under this Indenture. In addition, each Guarantor, in the case of a transaction described in Section 6.01(a), unless it is required the other party to the transaction or unless its Guarantee will be released and discharged in connection accordance with such its terms as a result of the transaction, any such will be required to confirm, by supplemental indenture comply with indenture, that its Guarantee will continue to apply to the obligations of the Company or the Surviving Person under this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1Indenture.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and all or substantially all of its assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets all or substantially as an entirety to the Companyall of its assets, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities Senior Notes and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not directly or indirectly consolidate with or merge into any other Person with or conveyinto, transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets and properties and the assets substantially and properties of its Subsidiaries (taken as an entirety a whole) to any Person, and no another Person shall consolidate with in one or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, more related transactions unless: (a1) if either: (A) the Company shall consolidate with is the survivor; or merge into another (B) the Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by or surviving any such consolidation or into merger (if other than the Company) or to which the Company is merged or the Person that acquires by such sale, assignment, transfer, lease, conveyance or transfer, other disposition has been made is a Person organized or that leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States, any state of the United States of America or any State or Territory thereof or the District of Columbia and Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, executed by the successor Person and delivered to the Trustee, the due and punctual payment of the principal of and of, any premium and interest (including on and any Additional Interest) on Amounts with respect to, all the Securities and the performance of every covenant of obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observedobserved and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities, cash or other property; (b3) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice either the Company or lapse of time, or both, would constitute an Event of Default, the successor Person shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyancesale, transfer assignment, transfer, lease, conveyance or lease other disposition and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII 8 and that all conditions precedent herein provided for relating to such transaction have been complied with; and (4) immediately after giving effect to such transaction, no Event of Default or event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1be continuing.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer transfer, or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer transfer, or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in case the Company shall consolidate with or merge into another Person or convey, transfer transfer, or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation, shall be organized and validly existing under the laws of the United States of America or America, any State or Territory thereof of its states or the District of Columbia Columbia, and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer transfer, or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture indenture, comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction provided for in this Indenture have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America or States, any State or Territory state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of of, and any premium and interest (including any Additional Interest) on on, all of the Securities Notes and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (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 of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Notes equally and ratably with (or prior to) all indebtedness secured thereby; and (c4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII ARTICLE 5 and that all conditions precedent provided herein provided for relating to such transaction have been complied with; . In the case of a Subsidiary of the Company that merges with and into the Trustee may rely upon such Officers’ Certificate and Opinion Company, the Company will not be required to comply with clause (2) or clause (4) of Counsel as conclusive evidence that such transaction complies with this Section 8.15.01.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if in case the Company shall consolidate with or merge into another Person or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, all or substantially all of the properties and assets of the Company substantially as an entirety shall be an entity a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into any other Person or and the Company shall not sell, convey, transfer assign, transfer, lease or lease its properties and otherwise dispose of all or substantially all of the Company’s assets substantially as an entirety to any Person, and no Person shall consolidate with in a single transaction or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Companyseries of related transactions, unless: (1) (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that leases, which leases all or substantially all of the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws is a Subsidiary of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; Company; (b) immediately after giving effect to such the transaction, no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened occurred and be continuing; and and (c) the Company has shall have, at or prior to the effective date of such consolidation or merger or sale, conveyance, assignment, transfer, lease or other disposition, delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, mergersale, conveyance, transfer assignment, transfer, lease or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply other disposition complies with this Article VIII Section 7.01 and that all conditions precedent herein provided for relating to such transaction have been complied with; or (2) (a) the 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 properties and assets of the Company, shall be a corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia, and shall expressly assume by a supplemental indenture, the due and punctual payment of the principal of, and interest on, including Additional Interest and Special Interest, if any, on all the Securities and the performance and observance of every covenant of this Indenture to be performed or observed on the part of the Company; (b) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company shall have, at or prior to the effective date of such consolidation or merger or sale, conveyance, assignment, transfer, lease or other disposition, delivered to the Trustee may rely upon such Officers’ an Officer’s Certificate and an Opinion of Counsel as conclusive evidence Counsel, each stating that such transaction consolidation, or merger or sale, conveyance, assignment, transfer, lease or other disposition complies with this Section 8.17.01 and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article, and that all conditions precedent herein provided for relating to such transaction have been complied with.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in case the Company shall consolidate with or merge into another Person corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity corporation formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation organized and existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and any premium premium, if any) and interest (including any Additional Interest) on all the Securities and the performance and observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with or merge into any other Person Corporation or convey, convey or transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into unless the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity Corporation formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that leases, transfer the properties and assets of the Company substantially as an entirety (a) shall be an entity be, if a Corporation, a Corporation organized and existing under the laws of (i) the United States of America or any State or Territory thereof or the District of Columbia or (ii) a foreign jurisdiction which consents to the jurisdiction of the courts of the United States of America or of any State, and (b) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and any premium premium, if any) and interest (including any Additional Interest) on all the Securities Bonds and the performance of every covenant of this Indenture Agreement on the part of the Company to be performed or observed;. (b) immediately after giving Upon any consolidation or merger, or any sale of the property and assets of the Company as, or substantially as, an entirety in accordance with the provisions of this Section 8.03, the Corporation formed by such consolidation or into which the Company shall have been merged or the Person to which such sale shall have been made shall succeed to and be substituted for the Company with the same effect to such transaction, no Event of Defaultas if it had been named herein as a party hereto, and no event thatthereafter from time to time such Corporation may exercise each and every right and power of the Company under this Agreement, after notice in the name of the Company or lapse in its own name; and any act or proceeding by any provision of time, this Agreement required or both, would constitute an Event permitted to be done by any board of Default, officer of the Company may be done with like force and effect by the like board or officer of any Corporation that shall have happened and at the time be continuing; andthe successor of the Company hereunder. (c) the Company has delivered to the The Trustee shall receive and may conclusively rely on and shall be protected in relying upon an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that any such transaction consolidation, merger or sale, and any such assumption of payment and performance complies with the provisions of this Section 8.18.03.

Company May Consolidate, Etc., Only on Certain Terms. (1) The Company shall not may not, without the consent of the holders of the Debentures by Extraordinary Resolution hereunder, consolidate with or amalgamate or merge with or into any Person (other Person than a directly or indirectly wholly-owned Subsidiary of the Company) or sell, convey, transfer or lease its all or substantially all of the properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into of the Company to another Person (other than a directly or convey, transfer or lease its properties and assets substantially as an entirety to indirectly wholly-owned Subsidiary of the Company, ) unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged amalgamated or merged, or the Person that which acquires by conveyance sale, conveyance, transfer or transfer, lease all or that leases, substantially all of the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment obligations of the principal of Company under the Debentures and any premium and interest (including any Additional Interest) on all the Securities this Indenture and the performance or observance of every covenant and provision of this Indenture and the Debentures required on the part of the Company to be performed or observedobserved and the conversion rights shall be provided for in accordance with Article 5, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation or into which the Company shall have been merged or by the Person which shall have acquired the Company’s assets; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c) if the Company has or the continuing corporation resulting from the amalgamation or merger of the Company with another Person will not be the resulting, continuing or surviving corporation, the Company shall have, at or prior to the effective date of such consolidation, amalgamation, merger or sale, conveyance, transfer or lease, delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion opinion of Counsel, each stating that such consolidation, merger, conveyance, merger or transfer or lease complies with this Article and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply complies with this Article VIII Article, and that all conditions precedent herein provided for relating to such transaction have been complied with; . (2) For purposes of the foregoing, the sale, conveyance, transfer or lease (in a single transaction or a series of related transactions) of the properties or assets of one or more Subsidiaries of the Company (other than to the Company or another wholly-owned Subsidiary of the Company), which, if such properties or assets were directly owned by the Company, would constitute all or substantially all of the properties and assets of the Trustee may rely upon such Officers’ Certificate Company and Opinion its Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease of Counsel as conclusive evidence that such transaction complies with this Section 8.1all or substantially all of the properties and assets of the Company.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person entity and the Company shall not, and shall not cause or permit any Restricted Subsidiary to, sell, convey, transfer assign, transfer, lease or lease its properties otherwise dispose of all or substantially all of the Company’s and the Restricted Subsidiaries’ assets substantially as an entirety (determined on a consolidated basis for the Company and the Restricted Subsidiaries) to any Person, and no Person shall consolidate with in a single transaction or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Companyseries of related transactions, unless: (a1) if either (A) the Company shall consolidate with or merge into another be the Surviving Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (B) the entity formed by such consolidation or into which Surviving Person (if other than the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety Company) shall be an entity a corporation or limited liability company organized and validly existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trusteeshall, in form reasonably satisfactory to the Trusteeany such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of and any premium of, premium, if any, and interest (including any Contingent Interest and Additional Interest, if any) on all the Securities and the performance and observance of every covenant of this Indenture to be performed or observed on the part of the Company to be performed or observedCompany; (b2) immediately thereafter, on a pro forma basis after giving effect to such transaction (and treating any Indebtedness not previously an obligation of the Company or any Restricted Subsidiary in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened occurred and be continuing; andAny Restricted Subsidiary may consolidate with, merge into or transfer all or part of its assets to the Company or another Restricted Subsidiary. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all the assets of one or more Restricted Subsidiaries the Capital Stock of which constitute all or substantially all the assets of the Company shall be deemed to be the transfer of all or substantially all the assets of the Company. (cb) In connection with any consolidation, merger, transfer, lease or other disposition contemplated hereby, the Company has delivered shall deliver, or cause to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyancetransfer, transfer lease or lease and, if a other disposition and the supplemental indenture is required in connection with such transaction, any such supplemental indenture respect thereof comply with the requirements under this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1Indenture.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not not, in any transaction or series of related transactions, consolidate with with, or merge into any other Person or conveysell, lease, assign, transfer or lease otherwise convey all or substantially all of its properties and assets substantially as an entirety to any Personto, and no Person shall consolidate or merge with or merge into the Company or conveyinto, transfer or lease its properties and assets substantially as an entirety to the Companyany other Person, unless: (a1) if either the Company shall consolidate with be the continuing corporation, or merge into another Person or conveythe successor person, transfer or lease its properties and assets substantially as an entirety to any Personif other than the corporation, the entity formed by such or resulting from any consolidation or into merger or which shall have received the Company transfer of all or substantially all of its assets is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall be an entity a company organized and existing under the laws of the United States of America or America, any State or Territory state thereof or the District of Columbia and shall expressly assume, by an supplemental indenture supplemental hereto, executed by the successor corporation and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of of, and any premium premium, if any, and interest (including any interest, if any, on and all Additional Interest) on , if any, payable in respect of all of the outstanding Securities issued under this Indenture and the due and punctual performance and observance of all of the other covenants and conditions contained in the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observedobserved by the Company; (b2) immediately after giving effect to such the transaction, no Event of Default, and no event thatwhich, after notice or the lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c3) the Company has shall have, at or prior to the effective date of such consolidation, merger or transfer, delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, merger or transfer or lease complies with this Article 6.01 and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply complies with this Article VIII Article, and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate or amalgamate with or merge into, or enter into any statutory arrangement for such purpose with, any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with whether in a single transaction or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Companya series of related transactions, unless: (a) if in case the Company shall consolidate consolidate, amalgamate or enter into a statutory arrangement with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation consolidation, amalgamation or statutory arrangement or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation, partnership or trust, shall be organized and validly existing under the laws of Canada or any Province or Territory thereof, the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant and obligation of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and; (c) the Company or such Person has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, statutory arrangement, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; . This Section 8.1 shall only apply to a merger, amalgamation, statutory arrangement or consolidation in which the Company is not the surviving entity and to conveyances, leases and transfers by the Trustee may rely upon such Officers’ Certificate and Opinion Company as transferor or lessor. For greater certainty, the Company shall be considered to be the surviving entity in the event of Counsel as conclusive evidence that such transaction complies a statutory amalgamation by the Company with this Section 8.1any Subsidiaries wholly-owned by it.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate or amalgamate with or merge into any other Person (other than a Subsidiary of the Guarantor), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Personother Person (other than a Subsidiary of the Guarantor), and no the Company shall not permit any other Person shall (other than a Subsidiary of the Guarantor) to consolidate or amalgamate with or merge into the Company or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company, ; unless: (a1) if in case the Company shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the entity Person formed by such consolidation or amalgamation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company as an entirety or substantially as an entirety shall be an entity a Corporation organized and existing under the laws of the United States of America or America, any State or Territory state thereof or the District of Columbia Columbia, Bermuda, the Cayman Islands, or any other country which is on the date of this Indenture a member of the Organization for Economic Co-operation and Development or the European Union, and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and delivered to the Trustee, in form reasonably satisfactory to the Trustee, Trustee the due and punctual payment of the principal of and of, any premium and interest (including on and any Additional Interest) on Amounts with respect to all the Securities and the performance of every covenant of obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observedobserved and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities; (b2) immediately after giving effect to such transaction, no Event of Default, and no Default with respect to the Company or event thatwhich, after notice or lapse of time, or both, would constitute become an Event of DefaultDefault with respect to the Company, shall have happened occurred and be continuing; and (c3) either the Company has or the successor Person shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not merge or consolidate with or merge into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or conveysell, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and property (provided that, for the avoidance of doubt, a pledge of assets substantially as an entirety pursuant to any Person, and no Person shall consolidate with or merge into secured debt instrument of the Company or conveyits Subsidiaries shall not be deemed to be any such sale, transfer transfer, lease, conveyance or lease its properties and assets substantially as an entirety to the Company, disposition) in one transaction or series of related transactions unless: (a1) if the Company shall consolidate with be the surviving Person (the “Surviving Person”) or merge into another the Surviving Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (if other than the entity Company) formed by such merger or consolidation or into to which the Company is merged or the Person that acquires by such sale, transfer, lease, conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety disposition is made shall be an entity organized and existing under the laws of England and Wales, the United States of America or America, any State or Territory state thereof or the District of Columbia Columbia, or of another country which is a member of the Organization for Economic Cooperation and shall Development; (2) the Surviving Person (if other than the Company) expressly assumeassumes, by an supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of of, and any premium premium, if any, and interest (including any Additional Interest) on on, all the Securities Outstanding, and the due and punctual performance and observance of every covenant all the covenants and conditions of this Indenture on the part of the Company to be performed or observedby the Company; (b3) immediately after giving effect to such transactiontransaction or series of related transactions, no default or Event of Default, Default has occurred and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be is continuing; and (c4) in the case of a merger where the Surviving Person is other than the Company, the Company has delivered shall deliver, or cause to be delivered, to the Trustee Trustee, an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease andtransaction and the supplemental indenture, if a supplemental indenture is required any, in connection with such transaction, any such supplemental indenture respect thereto comply with this Article VIII Section 8.1 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with; and the Trustee provided that in giving an opinion of counsel, counsel may rely upon such Officerson an officers’ Certificate and Opinion certificate as to any matters of Counsel fact, including as conclusive evidence that such transaction complies with this Section 8.1to the satisfaction of clause (3) above.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if in case the Company shall consolidate with or merge into another Person (in a transaction in which the Company is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation organized and validly existing under the laws of the United States of America or America, any State or Territory state thereof or the District of Columbia and shall become the obligor and expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the due and punctual performance or observance of every covenant all of the covenants and conditions to be performed by the Company under this Indenture on the part of the Company or as otherwise specified pursuant to be performed Section 3.01, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company) formed by such consolidation or observedinto which the Company shall have been merged or by the Person which shall have acquired the Company’s assets; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer transfer, sell or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into unless the Company is the surviving corporation, or conveyif the Company is not the surviving corporation, transfer or lease its properties and assets substantially as an entirety to the Company, unlessthen only if: (a1) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into or with which the Company is merged merged, or the Person that acquires by conveyance or transfer, or that leases, to which the properties and assets of the Company substantially as an entirety are so conveyed, transferred, sold or leased shall be an entity organized a corporation incorporated and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of of, premium, if any, and any premium and interest (including any Additional Interest) interest, on all of the Securities as applicable, and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observedobserved and shall have provided for conversion rights in accordance with Article XII; (b2) immediately after giving effect to such transaction, no Event of Default, and no event that, that after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies , together with this any documents required under Section 8.18.3.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if it is the Company shall consolidate with continuing corporation or merge into another the Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, all or substantially all of the properties and assets of the Company substantially as an entirety shall be an entity is a corporation organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assumeassumes, (1) by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any premium and interest (including any Additional Interest) Liquidated Damages, if any), on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed, which supplemental indenture shall provide for conversion rights in accordance with Section 12.11 hereof, and (2) by an amendment to the Pledge Agreement, executed and delivered to the Trustee and the Pledged Securities Intermediary, in form reasonably satisfactory to each of them, the performance of every covenant of the Pledge Agreement on the part of the Company to be performed or observed; (b) immediately after giving effect to at the time of consummation of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and (c) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if (i) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall (x) be an entity a corporation, partnership or trust, or other corporate form, shall be organized and validly existing under the laws of the United States of America or America, including any State or Territory thereof or the District of Columbia and shall Columbia, any country within the European Union, the United Kingdom or Japan, (y) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed, and (z) if not already subject to the jurisdiction of the United States of America, including any State thereof or the District of Columbia, submit to such jurisdiction for all purposes with respect to this Indenture and any Securities issued hereunder and appoint an agent for service of process in respect thereof, or (ii) in the case another Person shall consolidate with or merge into the Company, the Company shall survive such consolidation or merger; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company as a result of such transaction as having been incurred by the Company at the time of such transaction, no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not in any transaction or series of transactions, consolidate with or merge into any other Person Person, or sell, assign, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to any other Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if either: (i) the Company shall consolidate with be the continuing Person; or merge into another (ii) the Person or convey(if other than the Company), transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged merged, or the Person that acquires acquires, by conveyance or sale, assignment, conveyance, transfer, lease or that leasesother disposition, all or substantially all of the properties and assets of the Company substantially as an entirety Company, shall (1) be an a corporation, partnership, limited liability company, trust or similar entity organized and validly existing under the laws of the United States of America America, any state or any State or Territory thereof or political subdivision thereof, the District of Columbia Columbia, the United Kingdom or any member country of the European Union and shall (2) expressly assume, by an indenture a supplemental hereto, executed and delivered to the Trusteeindenture, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and any premium premium, if any) and interest (including any Additional Interest) on all the Securities and the performance or the observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transactiontransaction (including the Incurrence of any Debt in connection with such transaction or series of transactions), no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuingcontinuing (provided, that, for the avoidance of doubt, Debt of a Restricted Subsidiary Incurred prior to such transaction which is assumed by the Company, another Restricted Subsidiary or the Person assuming the Company’s obligations hereunder in connection with such transaction shall be deemed not to be a separate Incurrence of Debt); and (c) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company has would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer assignment, transfer, lease or lease and, if a supplemental indenture is required in connection with such transaction, any other disposition and such supplemental indenture comply with the requirements of this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and Indenture. Notwithstanding the Trustee may rely upon such Officers’ Certificate and Opinion foregoing, the provisions of Counsel as conclusive evidence that such transaction complies with this Section 8.18.01 shall not apply to any consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition of assets between or among the Company and Parent and/or any other Restricted Subsidiary.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in the event that the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and and, if the entity surviving such transaction or transferee entity is not the Company, then such surviving or transferee entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any premium and interest (including any Additional InterestLiquidated Damages, if any) on all the Securities and the performance of every covenant of this Indenture on the part party of the Company to be performed or observedobserved and shall have provided for conversion rights in accordance with Section 12.11 hereof; (b2) immediately after giving effect to at the time of consummation of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and (c3) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer transfer, sell or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company it or convey, transfer transfer, sell or lease its such Person’s properties and assets substantially as an entirety to the Companyit, unless: (a) if the Company shall consolidate with is the surviving person or merge into another the Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged merged, or the Person that acquires by conveyance or transfer, or that leases, to which the Company’s properties and assets of the Company substantially as an entirety are conveyed, transferred, sold or leased, shall be an entity a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America or America, any State or Territory state thereof or the District of Columbia and and, if other than the Company, shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium of, premium, if any, and interest (including any Additional Interest) on all of the Securities Securities, and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture indenture, comply with this Article VIII 6 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies , together with this any documents required under Section 8.17.03.

Company May Consolidate, Etc., Only on Certain Terms. The Neither the Guarantor nor the Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Guarantor or the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Guarantor or the Company, unless: (a) if the Company Guarantor or the Company, as the case may be, shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company Guarantor or the Company, as the case may be, is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company Guarantor or the Company, as the case may be, substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company Guarantor or the Company, as the case may be, to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and (c) the Company Guarantor and/or the Company, as applicable, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or conveysell, transfer convey or lease all of substantially all of its properties and assets substantially as an entirety Assets to any other Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) the Person (if other than the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity Company) formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that leases, the properties and assets leases substantially all of the Company substantially as an entirety Assets of the Company, shall be an entity a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities Notes and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transactionconsolidation or merger, or such sale, conveyance or lease, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; (c) the Company or such successor entity shall, immediately after giving effect to such consolidation or merger, or such sale, conveyance or lease, have a Ratio Calculation of 1.7 to 1 or more; (d) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Notes equally and ratably with (or prior to) all indebtedness secured thereby; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not merge or consolidate with or merge into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or conveysell, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and property (provided that, for the avoidance of doubt, a pledge of assets substantially as an entirety pursuant to any Person, and no Person shall consolidate with or merge into secured debt instrument of the Company or conveyits Subsidiaries shall not be deemed to be any such sale, transfer transfer, lease, conveyance or lease its properties and assets substantially as an entirety to the Company, disposition) in one transaction or series of related transactions unless: (a1) if the Company shall consolidate with be the surviving Person (the “Surviving Person”) or merge into another the Surviving Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (if other than the entity Company) formed by such merger or consolidation or into to which the Company is merged or the Person that acquires by such sale, transfer, lease, conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety disposition is made shall be an entity a corporation or limited liability company organized and existing under the laws of the United States of America or America, any State or Territory state thereof or the District of Columbia and shall Columbia; (2) the Surviving Person (if other than the Company) expressly assumeassumes, by an supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of of, and any premium premium, if any, and interest (including any Additional Interest) on on, all the Securities Notes Outstanding, and the due and punctual performance and observance of every covenant all the covenants and conditions of this Indenture on the part of the Company to be performed or observedby the Company; (b3) immediately before and immediately after giving effect to such transactiontransaction or series of related transactions, no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened occurred and be continuing; and (c4) in the case of a merger where the Surviving Person is other than the Company, the Company has delivered shall deliver, or cause to be delivered, to the Trustee Trustee, an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease andtransaction and the supplemental indenture, if a supplemental indenture is required any, in connection with such transaction, any such supplemental indenture respect thereto comply with this Article VIII Section 8.1 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or sell, convey, transfer or lease all or substantially all its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in case the Company shall consolidate with or merge into another Person or sell, convey, transfer or lease all or substantially all its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by sale, conveyance or transfer, or that which leases, all or substantially all the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observedobserved and, for each Security that by its terms provides for conversion, shall have provided for the right to convert such Security in accordance with its terms; (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 of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (ai) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity corporation formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia (the “Successor Corporation”) and shall expressly assume, by an indenture supplemental hereto, executed amendment to the Fiscal Agency Agreement signed by the Company and such Successor Corporation and delivered to the Trustee, in form reasonably satisfactory to the TrusteeFiscal Agent, the due and punctual payment of the principal of and any premium and interest on (including any Additional InterestAmounts payable pursuant to Section 8 hereof) on all the Securities Notes and the performance or observance of every covenant hereof and of this Indenture the Fiscal Agency Agreement on the part of the Company to be performed or observed; (bii) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or a Subsidiary at the time of such transaction, no Event of DefaultDefault (as set forth in Section 9 hereof), and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; (iii) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by Section 3 hereof, the Company or such Successor Corporation, as the case may be, shall take such steps as shall be necessary effectively to secure the Notes equally and ratably with (or prior to) all indebtedness secured thereby; and (civ) the Company has delivered to the Trustee an Officers’ Certificate Fiscal Agent a certificate signed by a duly authorized officer of the Company and an Opinion a written opinion or opinions of Counselcounsel (who may be counsel to the Company), each stating that such consolidation, merger, conveyance, transfer or lease transaction and, if a supplemental indenture an amendment to the Fiscal Agency Agreement is required in connection with such transaction, any such supplemental indenture amendment to the Fiscal Agency Agreement, comply with this Article VIII Section 4 and that all conditions precedent herein provided for relating to such transaction have been complied with; . (b) Upon any such consolidation of the Company with, or merger of the Company into, any other Person or upon any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with section 4(a) hereof, the Successor Corporation shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes, the Coupons and the Trustee may rely upon Fiscal Agency Agreement with the same effect as if such Officers’ Certificate Successor Corporation had been named as the Company therein and Opinion herein and, except in the case of Counsel as conclusive evidence that such transaction complies with this Section 8.1a lease, the predecessor Person shall be relieved of all obligations and covenants under the Notes, the Coupons and the Fiscal Agency Agreement.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if either (i) the Company shall consolidate with or merge into another be the continuing Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (ii) the entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety (the “Surviving Entity”), (1) shall be an entity either (a) organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia Columbia, or (b) organized under the laws of a jurisdiction outside the United States and has common stock traded on a national securities exchange in the United States and a worldwide total market capitalization of its equity securities before giving effect to the consolidation or merger of at least US$2 billion, and (2) the Surviving Entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment all of the principal obligations of and any premium and interest (including any Additional Interest) on all the Company under the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observedIndenture; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c) the Company or the Surviving Entity has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII 9 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1Article 10, respectively.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation, limited liability company or partnership, shall be organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant obligation of this Indenture and the Securities on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary to effectively secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and (c4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in the event that the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and and, if the entity surviving such transaction or transferee entity is not the Company, then such surviving or transferee entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any premium and interest (including any Additional Interest) Liquidated Damages, if any), on all the Securities and the performance of every covenant and obligation of this Indenture on the part of the Company to be performed or observedobserved and shall have provided for conversion rights in accordance with Section 12.11 hereof; (b2) immediately after giving effect to at the time of consummation of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and (c3) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any another Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if either (i) the Company shall consolidate with is the resulting, surviving or merge into another transferee Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (ii) the entity Person (if not the Company) formed by such consolidation or into which the Company is merged or the Person that which acquires by sale, conveyance or transfer, or that which leases, all or substantially all of the properties and assets of the Company substantially as an entirety shall be an entity (the “Surviving Entity”), (1) is a corporation organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall (2) the Surviving Entity expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment all obligations of the principal of and any premium and interest (including any Additional Interest) on all Company under the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observedIndenture; (b) immediately after giving effect to such transaction, no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened occurred and be continuingcontinuing under this Indenture; and (c) if a supplemental indenture is required in connection with such transaction, the Company or the Surviving Entity has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any and such supplemental indenture comply with this Article VIII 10 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion Article 14, respectively. For purposes of Counsel as conclusive evidence that such transaction complies with this Section 8.110.01, 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. For the avoidance of doubt, for purposes of this Section 10.01, in no event will a strategic transaction or other divestiture of the Company’s Information Management Business be considered the sale, conveyance, transfer or lease of all or substantially all of the Company’s properties and assets.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation, partnership or trust organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and any premium premium, if any) and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, or both, would constitute become an Event of Default, shall have happened and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, and any such supplemental indenture comply complies with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee Trustee, subject to Section 6.1, may rely upon such Officers’ ' Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1. (b) In connection with the Share Distribution, the provisions of Section 8.1(a) shall be interpreted as provided in the following sentence. The Share Distribution and any and all transactions in contemplation thereof shall, taken together or separately, be deemed not to constitute the conveyance, transfer or lease of the Company's properties and assets substantially as an entirety, and shall be exempted from any determination of whether there has occurred a conveyance, transfer or lease of the Company's properties and assets substantially as an entirety. For purposes of this Section 8.1(b), the term "Share Distribution" means the distribution by the Company to its shareholders of shares of First American Financial Corporation, a Delaware corporation and wholly-owned subsidiary of the Company, which will, at the time of the Share Distribution, consist of the Company's financial services businesses.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (1) either (a) if the Company shall consolidate with be the surviving Person of such merger or merge into another consolidation or (b) the Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (if other than the entity Company) formed by such consolidation or into which the Company is merged merged, or the Person that acquires which acquires, by conveyance sale, lease, conveyance, transfer or transferother disposition, all or that leases, substantially all of the properties and assets of the Company substantially as an entirety Company, shall be an entity organized and validly existing under the laws of the United States of America America, any political subdivision thereof or any State or Territory state thereof or the District of Columbia Columbia, and shall expressly assume, by an indenture a supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trusteeindenture, the due and punctual payment of the principal of (and any premium premium, if any,) and interest (including on or any Additional Interest) on all Amounts with respect to the Securities and the performance of every covenant of the Company’s covenants and obligations under this Indenture on and the part of the Company to be performed or observedSecurities; (b2) immediately after giving effect to such transaction, and treating any Debt that becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event that, after notice Default or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII Eight and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person corporation or convey, transfer or lease its properties and assets in entirety or substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, sell, transfer or lease its properties and assets in entirety or substantially as an entirety to the Company, unless: (a) if in case the Company shall consolidate with or merge into another Person corporation or convey, sell, transfer or lease its properties and assets in entirety or substantially as an entirety to any Person, the entity corporation formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance conveyance, sale or transfer, or that which leases, the properties and assets of the Company in entirety or substantially as an entirety shall be an entity a corporation organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and any premium premium, if any) and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, or both, would constitute become an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, conveyance, sale, transfer or lease and, if a supplemental indenture is required in connection with such transaction, and any such supplemental indenture comply complies with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee Trustee, subject to Section 6.01, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.18.01.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge with or into the Company or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to the Company, unless: (a) if either (i) the Company shall consolidate with or merge into another be the continuing Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (ii) the entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, all or substantially all of the properties and assets of the Company substantially as an entirety (the “Surviving Entity”), (A) shall be an entity organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and (B) the Surviving Entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment all of the principal obligations of and any premium and interest (including any Additional Interest) on all the Company under the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observedIndenture; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c) the Company or the Surviving Entity has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII 3 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1Article 4, respectively.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with or merge into any other Person Corporation or convey, convey or transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity Corporation formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that leases, transfer the properties and assets of the Company substantially as an entirety (a) shall be an entity be, if a Corporation, a Corporation organized and existing under the laws of the (i) United States of America or any State or Territory thereof or the District of Columbia or (ii) a foreign jurisdiction and which consents to the jurisdiction of the courts of the United States of America or of any State, and (b) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and any premium premium, if any) and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, or both, would constitute become an Event of Default, shall have happened and be continuing; (3) the Guarantee remains in full force and effect; and (c4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, conveyance, conveyance or transfer or lease and, if a supplemental indenture is required in connection with such transaction, any and such supplemental indenture comply with this Article VIII Section and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) The Company shall not consolidate with any other Corporation or permit the Company to be merged into any other Corporation, or sell its property and assets as, or substantially as, an entirety except upon the terms and conditions set forth in this Section 7.05. Upon any consolidation or merger, or any sale of the property and assets of the Company as, or substantially as, an entirety in accordance with the provisions of this Section 7.05, the Corporation formed by such consolidation or into which the Company shall have been merged or the Person to which such sale shall have been made shall succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, and thereafter from time to time such Corporation may exercise each and every right and power of the Company under this Indenture, in the name of the Company or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by any board or officer of the Company may be done with like force and effect by the like board or officer of any Corporation that shall at the time be the successor of the Company hereunder. Upon the succession by such successor Corporation to the Company, and the substitution of such successor Corporation for the Company, in connection with the sale of the property or assets of the Company to such successor Corporation in accordance with this Section 7.05, the Company shall be relieved of its obligations under this Indenture and the Securities. (c) The Trustee shall be entitled to receive and may conclusively rely on and shall be protected in relying upon such an Officers’ Certificate and Opinion of Counsel as conclusive evidence that any such transaction consolidation, merger or sale, and any such assumption of payment and performance complies with the provisions of this Section 8.1Section.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not merge or consolidate with or merge into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or conveysell, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and property (provided that, for the avoidance of doubt, a pledge of assets substantially as an entirety pursuant to any Person, and no Person shall consolidate with or merge into secured debt instrument of the Company or conveyits Subsidiaries shall not be deemed to be any such sale, transfer transfer, lease, conveyance or lease its properties and assets substantially as an entirety to the Company, disposition) in one transaction or series of related transactions unless: (a1) if the Company shall consolidate with be the surviving Person (the “Surviving Person”) or merge into another the Surviving Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (if other than the entity Company) formed by such merger or consolidation or into to which the Company is merged or the Person that acquires by such sale, transfer, lease, conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety disposition is made shall be an entity a corporation or limited liability company organized and existing under the laws of the United States of America or America, any State or Territory state thereof or the District of Columbia and shall Columbia; (b) the Surviving Person (if other than the Company) expressly assumeassumes, by an supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of of, and any premium premium, if any, and interest (including any Additional Interest) on on, all the Securities Notes Outstanding, and the due and punctual performance and observance of every covenant all the covenants and conditions of this Indenture on the part of the Company to be performed or observedby the Company; (bc) immediately before and immediately after giving effect to such transactiontransaction or series of related transactions, no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened occurred and be continuing; and (cd) in the case of a merger where the Surviving Person is other than the Company, the Company has delivered shall deliver, or cause to be delivered, to the Trustee Trustee, an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease andtransaction and the supplemental indenture, if a supplemental indenture is required any, in connection with such transaction, any such supplemental indenture respect thereto comply with this Article VIII Section 8.1 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not not, in a single transaction or a series of related transactions, consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety permit any other Person to any Person, and no Person shall consolidate with or merge into the Company or, directly or indirectly, transfer, convey, transfer sell, lease or lease otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to the Companyassets, unless: (a1) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into in a transaction in which the Company is merged does not survive or in which the Person that acquires by conveyance Company transfers, conveys, sells, leases or transfer, otherwise disposes of all or that leasessubstantially all of its assets, the properties and assets successor entity (for purposes of the Company substantially as an entirety this Article VIII, a “Successor Company”) shall be an a corporation, partnership, trust or other entity organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such transfer, conveyance, sale, lease or other disposition, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or the Successor Company, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; (4) any other conditions provided pursuant to Section 3.1 with respect to the Securities of a series are satisfied; and (c5) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer, conveyance, transfer sale, lease or lease other disposition and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, all or substantially all of the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease (as lessor) all or substantially all of its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if (i) the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any is the surviving Person, in the entity case of a merger, or (ii) the Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that leases, all or substantially all of the properties and assets of the Company substantially as an entirety shall be an entity (such Person, the “Successor Company”) is a corporation organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction (and treating any indebtedness that becomes an obligation of the Successor Company or any subsidiary of the Company as a result of such transaction as having been incurred by the Successor Company or such subsidiary at the time of such transaction), no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened exist and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in the event the Company shall consolidate with or merge into another Person corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation organized and existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and any premium premium, if any) and interest (including any Additional Interest) on all the Securities and the performance and observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person person or convey, transfer or lease its properties and assets substantially as an entirety to any Personperson, and no Person the Company shall not permit any person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, Company unless: (a) if either: (i) the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, be the entity continuing corporation; or (ii) the person formed by or surviving any such consolidation or share exchange or into which the Company is merged (if other than the Company) or the Person that person which acquires by sale, assignment, transfer, lease, conveyance or transfer, or that leases, other disposition the properties and assets of the Company as an entirety or substantially as an entirety entirety: (1) shall be an entity a corporation, partnership or trust organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and Columbia; and (2) shall expressly assume, by an supplemental indenture supplemental heretoin form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium interest and interest (including any Additional Interest) Liquidated Damages, if any, on all of the Securities Notes and the performance or observance of every covenant of the Notes and this Indenture on the part of the Company to be performed or observed, including, without limitation, modifications to rights of Holders to cause the repurchase of Notes upon a Designated Event in accordance with Section 4.09(h) and conversion rights in accordance with Section 11.06 to the extent required by such Sections; (b) in all cases, immediately after giving effect to such transaction, transaction no Default and no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened occurred and be continuing; and (c) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not not, in a single transaction or a series of related transactions, consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety permit any other Person to any Person, and no Person shall consolidate with or merge into the Company or, directly or indirectly, transfer, convey, transfer sell, lease or lease otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to the Companyassets, unless: (a1) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into in a transaction in which the Company is merged does not survive or in which the Person that acquires by conveyance Company transfers, conveys, sells, leases or transfer, otherwise disposes of all or that leasessubstantially all of its assets, the properties and assets successor entity (for purposes of the Company substantially as an entirety this Article Eight, a “Successor Company”) shall be an a corporation, partnership, trust or other entity organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately before and after giving pro forma effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such transfer, conveyance, sale, lease or other disposition, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or the Successor Company, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; (4) any other conditions provided pursuant to Section 3.01 with respect to the Securities of a series are satisfied; and (c5) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer, conveyance, transfer sale, lease or lease other disposition and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not not, directly or indirectly, consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no shall not permit any other Person shall to consolidate with or merge into the Company Company, or transfer, sell, convey, transfer lease or lease otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to the Company, any Person (in one transaction or a series of related transactions); unless: (a) after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (b) (i) the Company is the surviving entity or (ii) if the Company shall consolidate with or merge into another is not the surviving entity, then the Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, conveyance, sale, lease or that leases, other disposition all or substantially all of the properties and assets of the Company substantially as an entirety shall be an entity (a “Successor Company”) is a corporation organized and validly existing under the laws of the United States of America or any State or Territory thereof or America, the District of Columbia and shall expressly assumeor any state of the United States and, by an indenture supplemental hereto, hereto executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment expressly assumes all of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part obligations of the Company to be performed or observedunder the Securities, this Indenture, the Registration Rights Agreement and the Collateral Documents; (bc) (i) immediately after giving effect to such transaction, no Event the Company or the Successor Company would be permitted to Incur at least $1.00 of Default, and no event that, after notice additional Indebtedness pursuant to the first paragraph of Section 10.08 or lapse of time(ii) the Operating Cash Flow Ratio for the Company, or boththe Successor Company, would constitute an Event will, on the date of Defaultsuch transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the Reference Period, not be greater than such Operating Cash Flow Ratio for the Company immediately prior to such transaction; (d) the Company or the Successor Company, as applicable, shall have happened cause such amendments or other instruments to be filed and recorded in such jurisdictions as may be continuingrequired by applicable law to preserve and protect the Lien of the Collateral Documents on the Collateral owned by or transferred to such Person, together with such financing statements as may be required to perfect any security interests in such Collateral, which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant jurisdictions; (e) the Collateral owned by or transferred to the Company or the Successor Company, as applicable, shall: (i) continue to constitute Collateral under this Indenture and the Collateral Documents; and (ii) not be subject to any Lien other than Permitted Liens; and (cf) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer transfer, lease or lease disposition and, if a supplemental indenture is or supplemental Collateral Documents are required in connection with such transaction, any such supplemental indenture and Collateral Documents, comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; satisfied, and the Trustee may rely upon such Officers’ Certificate and an Opinion of Counsel as conclusive evidence that such transaction complies supplemental indenture and Collateral Documents are enforceable, subject to customary qualifications. Notwithstanding the foregoing, without complying with this Section 8.1clause (c) above the Company may consummate a Change of Domicile transaction.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into any other Person or conveysell, transfer assign, transfer, lease or lease otherwise dispose of its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge with or into the Company or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to the Company, unless: (a) if either (i) the Company shall consolidate with or merge into another be the continuing Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (ii) the entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, all or substantially all of the properties and assets of the Company substantially as an entirety (the “Surviving Entity”), (A) shall be an a corporation or other entity organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and (B) the Surviving Entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment all of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part obligations of the Company to be performed or observedunder the Notes and this Indenture; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c) the Company or the Surviving Entity has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII 3 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1Article 4, respectively.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer transfer, or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer transfer, or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in case the Company shall consolidate with or merge into another Person or convey, transfer transfer, or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an a corporation, limited liability company, partnership or other entity organized or formed and validly existing under the laws of the United States of America or America, any State or Territory thereof of its states or the District of Columbia Columbia, and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer transfer, or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture indenture, comply with this Article VIII and that all conditions precedent herein in this Indenture provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not not, in any single transaction or a series of related transactions, merge or consolidate with or merge into any other Person, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all the Properties of the Company and its Restricted Subsidiaries on a consolidated basis to any Person or group of Affiliated Persons, and the Company shall not permit any of its Restricted Subsidiaries to enter into any such transaction or series of related transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Properties of the Company and its Restricted Subsidiaries on a consolidated basis to any other Person or conveygroup of Affiliated Persons, transfer or lease its properties unless at the time and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unlessafter giving effect thereto: (a1) either (i) if the transaction is a merger or consolidation, the Company shall consolidate with be the surviving Person of such merger or merge into another consolidation, or (ii) the Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (if other than the entity Company) formed by such consolidation or into which the Company is merged or to which the Person that acquires by conveyance or transfer, or that leases, the properties and assets Properties of the Company substantially or its Restricted Subsidiaries, as an entirety the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of (any such surviving Person or transferee Person being called the “Surviving Entity”) shall be an entity a corporation organized and existing under the laws of the United States of America or America, any State or Territory state thereof or the District of Columbia and shall shall, in either case, expressly assume, assume by an indenture supplemental hereto, to this Indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, and pursuant to agreements reasonably satisfactory to the due and punctual payment of Trustee or the principal of and any premium and interest (including any Additional Interest) on Collateral Agent, as applicable, all the Securities and the performance of every covenant of this Indenture on the part obligations of the Company under the Notes, this Indenture and the other Convertible Note Documents to be performed or observedwhich the Company is a party and, in each case, such Convertible Note Documents shall remain in full force and effect; (b2) immediately after giving effect to such transactiontransaction or series of related transactions on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries in connection with or as a result of such transaction or transactions as having been incurred at the time of such transaction or transactions), no Default or Event of DefaultDefault shall have occurred and be continuing; (3) except in the case of the consolidation or merger of the Company with or into a Restricted Subsidiary or any Restricted Subsidiary with or into the Company or another Restricted Subsidiary, either: (I) immediately before and no event thatimmediately after giving effect to such transaction or transactions on a pro forma basis (assuming that the transaction or transactions occurred on the first day of the period of four full fiscal quarters ending immediately prior to the consummation of such transaction or transactions, with the appropriate adjustments with respect to the transaction or transactions being included in such pro forma calculation), the Company (or the Surviving Entity if the Company is not the continuing obligor under the Indenture) could incur $1.00 of additional Indebtedness under Section 4.09(a) hereof; or (II) immediately after notice giving effect to such transaction or lapse transactions on a pro forma basis (assuming that the transaction or transactions occurred on the first day of timethe period of four fiscal quarters ending immediately prior to the consummation of such transaction or transactions, with the appropriate adjustments with respect to the transaction or bothtransactions being included in such pro forma calculation), would constitute an Event the Fixed Charge Coverage Ratio of Defaultthe Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transaction or transactions; (4) if the Company is not the continuing obligor under the Indenture, then each Subsidiary Guarantor, unless it is the Surviving Entity, shall have happened by supplemental indenture confirmed that its Subsidiary Guarantee of the Notes shall apply to the Surviving Entity’s obligations under this Indenture and the Notes; (5) any Collateral owned by or transferred to the Surviving Entity shall (a) continue to constitute Collateral under this Indenture and the Collateral Agreements and (b) be continuingsubject to a Junior Lien in favor of the Collateral Agent for the benefit of the Secured Parties; (6) the Surviving Entity shall take such action (or agree to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to the Surviving Entity to be subject to the Junior Liens in the manner and to the extent required under the Collateral Agreements and shall deliver an Opinion of Counsel as to the enforceability of any amendments, supplements or other instruments with respect to the Collateral Agreements to be executed, delivered, filed and recorded, as applicable, and such other matters as the Trustee or Collateral Agent, as applicable, may reasonably request; and (c7) the Company has (or the Surviving Entity if the Company is not the continuing obligor under the Indenture) shall have delivered to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, (i) an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that such consolidation, merger, conveyance, transfer transfer, lease or lease other disposition and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture indenture, comply with this Article VIII the Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and (ii) an Opinion of Counsel as conclusive evidence stating that such transaction complies with this the requirements of Section 8.15.01(a)(1) hereof have been satisfied.

Company May Consolidate, Etc., Only on Certain Terms. The (a) Subject to Section 8.01(b), the Company shall not consolidate with or merge into any other Person or convey, convey or transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (ai) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that leases, transfer the properties and assets of the Company substantially as an entirety shall be an entity a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of of, and any premium premium, if any, and interest (including any Additional Interest) interest, if any, on all the Securities and the performance or observance of every covenant of this Indenture and any supplemental indenture relating to such Securities on the part of the Company to be performed or observed; (bii) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, or both, would constitute become an Event of Default, shall have happened and be continuingexist; and (ciii) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, conveyance, conveyance or transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; . (b) The provisions of Section 8.01(a)(i), (ii) and (iii) shall not be applicable to the Trustee may rely upon such Officers’ Certificate and Opinion direct or indirect conveyance or transfer of Counsel as conclusive evidence that such transaction complies with this Section 8.1all or any portion of the stock, assets or liabilities of any of the Company’s wholly owned Subsidiaries to the Company or to other wholly owned Subsidiaries of the Company.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and any premium premium, if any) and interest (including any Additional Interest) on all the Securities and the performance or observance of every obligation and covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or sell, convey, transfer or lease all or substantially all its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in case the Company shall consolidate with or merge into another Person or sell, convey, transfer or lease all or substantially all its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by sale, conveyance or transfer, or that which leases, all or substantially all the properties and assets of the Company substantially as an entirety shall be an entity organized and validly existing under the laws of the United States of America or States, any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observedobserved and, for each Security that by its terms provides for conversion, shall have provided for the right to convert such Security in accordance with its terms; (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 of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and; (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if either (i) the Company shall consolidate with or merge into another be the continuing Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (ii) the entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety (the “Surviving Entity”), (1) shall be an entity either (a) organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia Columbia, or (b) organized under the laws of a jurisdiction outside the United States and has, or immediately after the transaction or event will have, common stock traded on a national securities exchange in the United States or quoted on the NYSE, the Nasdaq National Market or The Nasdaq SmallCap Market and a worldwide total market capitalization of its equity securities before giving effect to the consolidation or merger of at least $250 million, and (2) the Surviving Entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment all of the principal obligations of and any premium and interest (including any Additional Interest) on all the Company under the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observedIndenture; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c) the Company or the Surviving Entity has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and Article IX, respectively, and, if applicable, such supplemental indenture shall provide (i) that all conditions precedent herein the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the shares of Common Stock deliverable upon conversion of such Security immediately prior to such consolidation merger, sale or conveyance and (ii) for adjustments of the Conversion Price which shall be nearly as equivalent as may be practicable to the adjustments of the Conversion Price provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion in Article XIII. The provisions of Counsel as conclusive evidence that such transaction complies with this Section 8.18.01 shall similarly apply to successive consolidations, mergers, sales or conveyances.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate or merge with or merge into any other Person or sell, convey, transfer transfer, lease or lease its otherwise dispose of all or substantially all of the properties and assets substantially as an entirety of the Company on a consolidated basis to any other Person, and no shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which either: (i) the Company is merged the surviving corporation; or (ii) the Person that acquires formed by or surviving any such consolidation, amalgamation or merger or resulting from such conversion (if other than the Company) or to which such sale, assignment, transfer, conveyance or transferother disposition has been made is a corporation, limited liability company or that leases, the properties and assets of the Company substantially as an entirety shall be an entity limited partnership organized and or existing under the laws of the United States, any state of the United States of America or any State or Territory thereof or the District of Columbia Columbia; (b) the Person formed by or surviving any such conversion, consolidation, amalgamation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities and shall expressly assume, by an indenture supplemental hereto, executed and delivered this Indenture pursuant to the Trustee, in form agreements reasonably satisfactory to the Trustee; provided that, the due and punctual payment unless such Person is a corporation, a corporate co-issuer of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of will be added to this Indenture on by agreements reasonably satisfactory to the part of the Company to be performed or observedTrustee; (bc) immediately before and after giving pro forma effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (cd) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, sale, transfer or lease andand such supplemental indenture, if a supplemental indenture is required in connection with such transactionany, any such supplemental indenture comply with this Article VIII Eight and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other another Person or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any another Person, and no the Company shall not permit another Person shall to consolidate with or merge into the Company or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to the Company, unless: (a) if either (i) the Company shall consolidate with is the resulting, surviving or merge into another transferee Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (ii) the entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity (the “Surviving Entity”), (1) is organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia and shall Columbia, (2) the Surviving Entity expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment all of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part obligations of the Company under the Securities, this Indenture and, to be performed or observedthe extent that the Company has ongoing obligations pursuant to the Registration Rights Agreement, the Registration Rights Agreement; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c) the Company or the Surviving Entity has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII 11 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1Article 15, respectively.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if either (i) the Company shall consolidate with or merge into another be the continuing Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (ii) the entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety (the “Surviving Entity”), (1) shall be an entity either (x) organized and validly existing under the laws of the United States of America or America, any State or Territory thereof or the District of Columbia Columbia, or (y) organized under the laws of a jurisdiction outside the United States and has, or immediately after the transaction or event will have, common stock traded on a national securities exchange in the United States or quoted on the NYSE, the NYSE Amex, the NASDAQ Global Market, or the NASDAQ Capital Market and a worldwide total market capitalization of its equity securities before giving effect to the consolidation or merger of at least $250 million, and (2) the Surviving Entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment all of the principal obligations of and any premium and interest (including any Additional Interest) on all the Company under the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observedIndenture; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c) the Company or the Surviving Entity has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and Article IX, respectively, and, if applicable, such supplemental indenture shall provide (i) that all conditions precedent herein the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the shares of Common Stock deliverable upon conversion of such Security immediately prior to such consolidation merger, sale or conveyance and (ii) for adjustments of the Conversion Price which shall be nearly as equivalent as may be practicable to the adjustments of the Conversion Price provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion in Article XIV. The provisions of Counsel as conclusive evidence that such transaction complies with this Section 8.18.01 shall similarly apply to successive consolidations, mergers, sales or conveyances.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not may, without the consent of Holders of any Contingent Convertible Preferred Securities of any series Outstanding under this Contingent Convertible Preferred Securities Indenture, consolidate or amalgamate with or merge into any other Person or conveyPersons (whether or not affiliated with the Company) or sell, convey or transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, and no Person shall consolidate (whether or not affiliated with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company), unlessprovided that: (a) if the Company shall consolidate with or merge into another any Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation any consolidation, amalgamation or into which the Company is merged or the Person that acquires by conveyance or transfermerger, or that leases, the properties and assets any transferee or lessee of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and Company’s assets shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part obligations of the Company to be performed or observedunder this Contingent Convertible Preferred Securities Indenture; (b) immediately after giving effect to such transactionconsolidation, amalgamation, merger, conveyance, transfer or lease, no Enforcement Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of DefaultEnforcement Event, shall have happened occurred and be continuing; and; (c) the Company has shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and and (d) except where the Trustee may rely upon successor entity is a holding company of the Company or a wholly-owned subsidiary of the Company, immediately prior to such Officers’ Certificate and Opinion assumption, the successor entity shall have ratings for long-term senior debt assigned by Standard & Poor’s Ratings Services or Xxxxx’x Investors Service, Inc. (or their respective successors) which are the same as, or higher than, the credit rating for long-term senior debt of Counsel as conclusive evidence that such transaction complies with this Section 8.1the Company (or, if applicable, the previous successor entity) assigned by Standard & Poor’s Ratings Services or Xxxxx’x Investors Service, Inc. (or their respective successors).”

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not may not, without the consent of the Holders, consolidate with or with, merge into any other Person or convey, transfer or lease its properties all or substantially all of the property and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into of the Company or conveyand its Subsidiaries, transfer or lease its properties and assets substantially taken as an entirety a whole, to the Company, another Person unless: (a1) if either (A) the Company shall consolidate with be the resulting or merge into another surviving corporation, or (B) the Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (if other than the entity Company) formed by such consolidation or into which the Company is merged merged, or the Person that which acquires by conveyance transfer or transfer, lease all or that leases, substantially all of the properties and assets of the Company substantially as an entirety Company, shall (i) be an entity organized a corporation incorporated and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia Columbia, and shall (ii) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment obligations of the principal of and any premium and interest (including any Additional Interest) on all Company under the Securities Securities, this Indenture and the performance or observance of every covenant and provision of this Indenture and the Securities required on the part of the Company to be performed or observedobserved and the conversion rights shall be provided for in accordance with Article 4, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company) formed by such consolidation or into which the Company shall have been merged or by the Person which shall have acquired the Company’s assets; (b2) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; (3) if, as a result of such transaction, the Securities became convertible into Common Stock or other securities issued by a third party, such third party agrees to deliver such common stock or other securities upon conversion under the Securities and the Indenture; and (c4) if the Company has will not be the resulting or surviving corporation, the Company shall have, at or prior to the effective date of such consolidation, merger or transfer, delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, merger or transfer or lease complies with this Article and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply complies with this Article VIII Article, and that all conditions precedent herein provided for relating to such transaction have been complied with; . (b) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries of the Trustee may rely upon Company (other than to the Company or another Subsidiary of the Company), which, if such Officers’ Certificate assets were owned by the Company, would constitute all or substantially all of the properties and Opinion assets of Counsel the Company and its Subsidiaries, taken as conclusive evidence that such transaction complies with this Section 8.1a whole, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person corporation or convey, or otherwise transfer or lease its properties and assets lease, the Mortgaged Property as or substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or conveysuch consolidation, merger, conveyance, other transfer or lease its properties shall be on such terms as shall fully preserve in all material respects the Lien and assets substantially as an entirety to any Person, security of this Indenture and the entity rights and powers of the Trustee and the Holders of the Bonds hereunder; (b) the corporation formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or other transfer, or that which leases, the properties and assets of the Company Mortgaged Property as or substantially as an entirety shall be an entity a corporation organized and existing under the laws of the United States of America America, any state or any State or Territory territory thereof or the District of Columbia (such corporation being hereinafter sometimes called the “Successor Corporation”) and shall expressly assume, by execute and deliver to the Trustee an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably recordable and satisfactory to the Trustee, which: (i) in the case of a consolidation, merger, conveyance or other transfer, or in the case of a lease if the term thereof extends beyond the last Stated Maturity of the Bonds then Outstanding, contains an assumption by the Successor Corporation of the due and punctual payment of the principal of and any premium premium, if any, and interest (including any Additional Interest) interest, if any, on all the Securities Bonds then Outstanding and the performance and observance of every covenant and condition of this Indenture to be performed or observed by the Company, and (ii) in the case of a consolidation, merger, conveyance or other transfer, contains a grant, conveyance, transfer and mortgage by the Successor Corporation, of the same tenor of the Granting Clauses herein: (A) confirming the Lien of this Indenture on the Mortgaged Property (as constituted immediately prior to the time such transaction became effective) and subjecting to the Lien of this Indenture all property real, personal and mixed, thereafter acquired by the Successor Corporation which shall constitute an improvement, extension or addition to the Mortgaged Property (as so constituted) or a renewal, replacement or substitution of or for any part thereof, and (B) at the election of the Successor Corporation, subjecting to the Lien of this Indenture such property, real, personal or mixed, in addition to the property described in subclause (A) above, then owned or thereafter acquired by the Successor Corporation as the Successor Corporation shall, in its sole discretion, specify or describe therein, and the Lien confirmed or created by such grant, conveyance, transfer and mortgage shall have force, effect and standing similar to those which the Lien of this Indenture would have had if the Company had not been a party to be performed such consolidation, merger, conveyance or observedother transfer and had itself, after the time such transaction became effective, purchased, constructed or otherwise acquired the property subject to such grant, conveyance, transfer and mortgage; (bc) immediately after giving effect in the case of a lease, such lease shall be made expressly subject to such transaction, no termination by the Company or by the Trustee at any time during the continuance of an Event of Default, and no event thatalso by the purchaser of the property so leased at any sale thereof hereunder, after notice whether such sale be made under the power of sale hereby conferred or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuingpursuant to judicial proceedings; and (cd) the Company has shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating of which shall state that such consolidation, merger, conveyance, conveyance or other transfer or lease andlease, if a supplemental indenture is required in connection with such transaction, any and such supplemental indenture indenture, comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company and, if any Securities of a series to which Article Fourteen has been made applicable are Outstanding, each Guarantor shall not consolidate or amalgamate with or merge into any other Person or convey, transfer or lease its properties and assets as, or substantially as as, an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or amalgamation or into which the Company or such Guarantor, as the case may be, is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company or such Guarantor, as the case may be, as, or substantially as as, an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia a corporation and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every other covenant of this Indenture on the part of the Company or such Guarantor, as the case may be, to be performed or observedobserved and shall have expressly provided for conversion rights in respect of any series of Outstanding Securities with conversion rights; (b2) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c3) the Company or such Guarantor, as the case may be, has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, sale, transfer or lease andand such supplemental indenture, if a supplemental indenture is required in connection with such transactionany, any such supplemental indenture comply with this Article VIII Eight and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer transfer, sell or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company it or convey, transfer transfer, sell or lease its such Person’s properties and assets substantially as an entirety to the Companyit, unless: (a) if the Company shall consolidate with is the surviving person or merge into another the Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged merged, or the Person that acquires by conveyance or transfer, or that leases, to which the Company’s properties and assets of the Company substantially as an entirety are conveyed, transferred, sold or leased, shall be an entity a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America or America, any State or Territory state thereof or the District of Columbia and and, if other than the Company, shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium of, premium, if any, and interest (including any Additional Interest) on all of the Securities Securities, and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture indenture, comply with this Article VIII 6 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies , together with this any documents required under Section 8.17.03.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person corporation or sell, convey, transfer transfer, lease or lease otherwise dispose of its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance conveyance, transfer or transfer, or that leases, lease the properties and assets of the Company substantially as an entirety shall be an entity a corporation, partnership or trust organized and validly existing under the laws of the United States of America The Netherlands or any State or Territory thereof or other member country in the District of Columbia Organization for Economic Co-operation and Development, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on, and any premium and interest (including any Additional Interest) on Amounts with respect to all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened occurred and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; with and that the Trustee may rely upon such Officers’ Certificate supplemental indenture constitutes the legal, valid and Opinion binding obligations of Counsel as conclusive evidence that such transaction complies with this the successor, subject to customary exceptions. This Section 8.1shall not apply to any merger or consolidation in which the Company is the surviving corporation.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not not, in any single transaction or a series of related transactions, merge or consolidate with or merge into any other Person, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all its Properties to any Person or conveygroup of Affiliated Persons, transfer or lease its properties unless at the time and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unlessafter giving affect thereto: (a) either (i) if the transaction or transactions is a merger, the Company shall consolidate with be the surviving Person of such merger, or merge into another (ii) the Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or to which the Person that acquires by conveyance or transfer, or that leases, the properties and assets Properties of the Company substantially as an entirety are sold, assigned, conveyed, transferred, leased or otherwise disposed of (any such surviving Person or transferee Person being the “Surviving Entity”) shall be an entity a corporation, limited liability company or limited partnership organized and existing under the laws of the United States of America or America, any State or Territory state thereof or the District of Columbia and shall shall, in either case, expressly assume, assume by an a supplemental indenture supplemental hereto, to this Indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company for the due and punctual payment of the principal of (and any premium premium, if any, on) and interest (including any Additional Interest) on all the Securities and the performance and observance of every covenant of this Indenture on the part of the Company to be performed or observed, and this Indenture shall remain in full force and effect; (b) immediately after giving effect to such transactiontransaction or series of transactions on a pro forma basis, no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened occurred and be continuing; and (c) the Company has or the Surviving Person shall have delivered to the Trustee (i) an Officers’ Certificate in form and an Opinion of Counselsubstance reasonably acceptable to the Trustee, each stating that such consolidation, merger, assignment, conveyance, transfer transfer, lease or lease other disposition and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture indenture, comply with this Article VIII Indenture and that all conditions precedent herein provided for relating to such transaction or transactions have been satisfied and (ii) an Opinion of Counsel stating that the requirements of Section 7.1(a) have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate or amalgamate with or merge into any other Person (whether or not affiliated with the Company), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Personother Person (whether or not affiliated with the Company), and no the Company shall not permit any other Person shall (whether or not affiliated with the Company) to consolidate or amalgamate with or merge into the Company or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company, ; unless: (a) if in case the Company shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the entity Person formed by such consolidation or amalgamation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company as an entirety or substantially as an entirety shall be an entity a Corporation organized and existing under the laws of the United States of America or America, any State or Territory state thereof or the District of Columbia Columbia, Bermuda, or any other country which is on the date of this Indenture a member of the Organization of Economic Cooperation and Development, and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and delivered to the Trustee, in form reasonably satisfactory to the Trustee, Trustee the due and punctual payment of the principal of and of, any premium and interest (including on and any Additional Interest) on Amounts with respect to all the Securities and the performance of every covenant of obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observedobserved and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company as a result of such transaction as having been incurred by the Company at the time of such transaction, no Event of DefaultDefault with respect to the Company, and no or event thatwhich, after notice or lapse of time, or both, would constitute become an Event of DefaultDefault with respect to the Company, shall have happened occurred and be continuing; and (c) either the Company has or the successor Person shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply complies with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all its properties and assets substantially as an entirety to any another Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) the resulting, surviving or transferee Person (if not the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, Company) (the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety “Successor Company”) shall be an entity a corporation organized and existing under the laws of the United States of America or America, any State or Territory state thereof or the District of Columbia Columbia, and shall the Successor Company (if not the Company) will expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment all of the principal of and any premium and interest (including any Additional Interest) on all Company’s obligations under the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observedIndenture; (b) immediately after giving effect to such transaction, no Default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened occurred and be continuing; andcontinuing (other than the occurrence of a Fundamental Change); (c) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, merger or transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture indenture, comply with this Article VIII and that all conditions precedent herein provided for relating 9; and (d) the Company shall have delivered to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and an Opinion of Counsel to the effect that the Holders or beneficial owners of the Securities will not recognize income, gain or loss for U.S. federal income tax purposes as conclusive evidence that a result of such transaction complies and will be subject to U.S. federal income tax in the same amount, in substantially the same manner and at the same times as would have been the case if the transaction had not occurred, except where any of the foregoing are subject to the indemnification provided for in Section 10.07 above. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The Successor Company formed by such consolidation or into which the Company is merged or the Successor Company to which such conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a conveyance, transfer or lease of all or substantially all the Company’s assets (in which case the Company will not be discharged from the obligation to pay the principal amount of the Securities and interest, including any Additional Amounts) and except for obligations, if any, that the Company may have under a supplemental indenture, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities. Subject to Section 8.113.03, the Company, the Trustee and the Successor Company shall enter into a supplemental indenture to evidence the succession and substitution of such Successor Company and such discharge and release of the Company.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Increased Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company and the Guarantor shall not consolidate or amalgamate with or merge into any other Person (whether or not Affiliated with the Company or the Guarantor), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Personother Person (whether or not Affiliated with the Company or the Guarantor), and no the Company and the Guarantor shall not permit any other Person shall (whether or not Affiliated with the Company or the Guarantor) to consolidate or amalgamate with or merge into the Company and the Guarantor, as applicable, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the CompanyCompany and the Guarantor, as applicable, unless: (a1) if either the Company or the Guarantor, as applicable, shall consolidate with be the continuing corporation, or merge into another the Person (if other than the Company or conveythe Guarantor, transfer or lease its properties and assets substantially as an entirety to any Person, the entity applicable) formed by such consolidation or into which the Company or the Guarantor, as applicable, is merged or the Person that which acquires by conveyance or transfer, or that leases, transfer the properties and assets of the Company or the Guarantor, as applicable, as an entirety or substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of , interest and any premium and interest (including any Additional Interest) Amounts, if any, on all the Securities Notes and the due and punctual payment of all amounts due under the Guarantees, as applicable, and the performance of every covenant of this Indenture on the part of the Company and the Guarantor, as applicable, to be performed or observed; (b2) immediately after giving effect to such transaction, no default or Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, Default shall have happened and be continuing; and (c3) the Company has and the successor Person have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, conveyance, conveyance or transfer or lease and, and such supplemental indenture (if a such supplemental indenture is so required in connection with such transaction, any such supplemental indenture by the terms hereof) comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not not, in a single transaction or through a series of related transactions, consolidate or merge with or merge into any other Person Person, or sell, convey, transfer transfer, lease or lease dispose of all or substantially all of the assets of the Company and its properties and assets Subsidiaries as an entirety or substantially as an entirety entirety, to any Person, and no or, permit any Person shall consolidate to merge with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which either (i) the Company is merged the continuing or surviving Person or (ii) the resulting, surviving successor or transferee Person that acquires by conveyance or transfer, or that leases, (the properties and assets of the Company substantially as an entirety shall be an entity “Successor Company”) is a corporation organized and validly existing under the laws of the United States of America or any State or Territory jurisdiction thereof or the District of Columbia and shall such Successor Company expressly assume, assumes by an indenture supplemental heretohereto (or other joinder agreement, executed and delivered to as applicable) all of the Trusteeobligations of the Company under this Indenture, in form reasonably satisfactory to the Trustee, the due and punctual including payment of the principal of and any premium Principal Amount and interest (including any Additional Interest, if any) on all the Securities, the Securities and the Collateral Documents, and the performance and observance of every covenant of this Indenture on the part all of the Company covenants and conditions to be performed or observedby the Company; (b) immediately after giving effect to such transaction, no Event of Default, Default has occurred and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be is continuing; and (c) the Company has delivered delivers to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel (subject to customary exceptions and qualifications), each stating that such the consolidation, merger, conveyance, merger or transfer or lease and, if a and the supplemental indenture is required in connection with such transaction, any such supplemental indenture (if any) comply with this Article VIII Indenture provided, that clause (b) does not apply to the consolidation or merger of a Wholly Owned Subsidiary with or into the Company. Any sale or other disposition of assets by Subsidiaries which would constitute substantially all of the assets of the Company and that all conditions precedent herein provided for relating its Subsidiaries, taken as a whole, shall be subject to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with provisions set forth in this Section 8.111.01.

Company May Consolidate, Etc., Only on Certain Terms. The With respect to the Notes, the Company shall not consolidate with or merge into any other Person with or into, or convey, transfer or lease all or substantially all its properties and assets substantially as an entirety to to, any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if the Company shall consolidate with resulting, surviving or merge into another transferee Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, (the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety “Successor Company”) shall be an entity a corporation organized and existing under the laws of the United States of America or America, any State or Territory thereof of the United States or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental heretoindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part obligations of the Company to be performed or observedunder the Notes and the Indenture; (b2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, no Event the Successor Company would be able to Incur at least $1.00 of Defaultadditional Indebtedness pursuant to Section 6.06(a) of this First Supplemental Indenture or the Consolidated Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) of this Section 4.02 shall apply or unless the Company is the Successor Company and no event that, after notice or lapse of time, or both, would constitute an Event of Default, such Subsidiary Guarantor was a Subsidiary Guarantor immediately prior to such transaction) shall have happened by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of the Indenture and be continuingthe Notes; and (c5) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each together stating that such consolidation, mergermerger or transfer and such supplemental indenture (if any) comply with the Indenture. For purposes of this Section 4.02, the sale, lease, conveyance, transfer assignment, transfer, or lease andother disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, 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 supplemental indenture is consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the preceding clause (3) of this Section 4.02, (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and (b) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax benefits; provided that, in the case of a Restricted Subsidiary that merges into the Company or any Subsidiary Guarantor, the Company shall not be required in connection with such transaction, any such supplemental indenture to comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion preceding clause (5) of Counsel as conclusive evidence that such transaction complies with this Section 8.14.02.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b1) immediately after giving effect to such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and; (c2) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company other than the Collateral would become subject to a mortgage, pledge, lien, security interest or other encumbrance that would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Notes equally and ratably with (or prior to) all indebtedness secured thereby; (3) the Company has delivered to the Trustee Trustee, with a copy to the Insurer, an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is Table of Contents required in connection with such transaction, any such supplemental indenture comply with this Article VIII Nine and that all conditions precedent herein in this Indenture provided for relating to such transaction have been complied with; and and (4) the Trustee may rely upon such Officers’ Certificate and Opinion Insurer has delivered to the Company, with a copy to the Trustee, a written consent of Counsel as conclusive evidence that the Insurer consenting to such transaction complies with this Section 8.1prior to the consummation thereof.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no the Company shall not permit any Person shall to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a1) if in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity Person formed by such consolidation or into which the Company is merged or the Person that which acquires by conveyance or transfer, or that which leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and any premium premium, if any) and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after notice or lapse of time, time or both, would constitute become an Event of Default, shall have happened and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.