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 all or substantially all of the Company’s properties and assets to any successor Person, unless: (a) either: (i) the resulting, surviving or transferee Person is the Company; or (ii) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America, any 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, all of the obligations of the Company under the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (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, such supplemental indenture comply 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, convey or transfer or lease all or substantially all of the Company’s its properties and assets substantially as an entirety, to any successor Person, unless: (a) either: (i1) the resulting, surviving corporation formed by such consolidation or transferee into which the Company is merged or the Person is which acquires by conveyance or transfer the Company; or (ii) properties and assets of the resulting, surviving or transferee Person is Company substantially as an entirety shall be a corporation, limited liability company, partnership or trust corporation organized and validly existing under the laws of the United States of America, America or any State thereof state 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, all the due and punctual payment of the obligations principal of and premium, if any, and interest on all the Securities of each series and the performance of every covenant of this Indenture on the part of the Company under to be performed or observed, and such supplemental indenture delivered by the Securities Company and this Indenturesuch successor person constitutes the legal, valid and binding obligation of the Company and such successor person; (b2) immediately after giving effect to such transaction, no Default or Event of Default or Default, and no event which, after notice or lapse of time or both, would become an Event of Default or a Default, shall have occurred happened and be continuing; and (c3) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely), each stating that such consolidation, merger, conveyance, conveyance or transfer or lease and, if a supplemental indenture is required in connection with such transaction, and such supplemental indenture comply 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. (a) The Company shall not consolidate with or merge with or into any other Person or entity and the Company shall not sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of the Company’s properties and assets to any successor PersonPerson in a single transaction or series of related transactions, unless: (a1) either: either (iA) the resulting, Company shall be the surviving Person or transferee (B) the surviving Person is (if other than the Company; or (ii) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust shall be organized and validly existing under the laws of the United States of America, America or any State 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 any such case, expressly assume by a supplemental indenture, the Trustee, all due and punctual payment of the obligations of the Company under principal of, and interest on, including Contingent Interest, if any, on all the Securities and the performance and observance of every covenant of this IndentureIndenture to be performed or observed on the part of the Company; (b2) immediately after giving effect to such the transaction, no Default or Event of Default shall have 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 (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, mergeror merger or sale, conveyance, transfer assignment, transfer, lease or lease other disposition complies with this Article 6.01 and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply complies with this Article 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 not, in a single transaction or a series of related transactions, consolidate with or merge into any other Person or sell, convey, transfer or lease all or substantially all of the Company’s its properties and assets to any successor Person, unless: (a) either: (i) the Company is the surviving Person, or the resulting, surviving or transferee Person is the Company; or (ii) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America, any 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, Trustee all of the obligations of the Company under the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article 7 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, merge with or merge into any other Person or sell, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all its and its Subsidiaries property and assets taken as a whole (in one transaction or a series of related transactions) to, any Person, and the Company shall not permit any Person to merge with or into the Company’s properties and assets to any successor Person, unless: (a) either: the Company shall be the continuing Person, or the Person (i) the resulting, surviving or transferee Person is if other than the Company; or ) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets (ii) the resulting“Surviving Person”), surviving or transferee Person is a corporation, limited liability company, partnership or trust shall be an entity organized and validly existing under the laws of the United States of AmericaAmerica or any jurisdiction thereof, any State 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, all of the Company’s obligations of the Company under the Securities Indenture and this Indenturethe Securities; (b) immediately after giving effect to such transaction, transaction no Default or Event of Default shall have occurred and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each 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, such supplemental indenture comply 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 with or into any other Person (other than in a merger or convey, transfer consolidation in which the Company is the surviving Person) or lease all or substantially all of the Company’s sell its properties and assets as, or substantially as, an entirety to any successor Person, unless: (a) either: (i1) the resultingPerson formed by the consolidation or with or into which the Company is merged or the Person that purchases the properties and assets of the Company as, surviving or transferee Person is the Company; or (ii) the resultingsubstantially as, surviving or transferee Person is an entirety a corporation, limited liability company, partnership or trust corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assumeassume the due and punctual payment of the principal of and any premium and interest on the Senior Notes and the performance of every covenant of this Indenture on the part of the Company to be performed or observed, by an supplemental indenture supplemental heretoreasonably satisfactory in form to the Trustee, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture; (b2) other than in the case of the Required Merger, immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease sale and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply 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 or convey, transfer or lease all or substantially all of its properties and assets to, another Person, unless: (1) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease all or substantially all of the Company’s its properties and assets to any successor another Person, unless: (a) either: (i) the resultingcorporation or other Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, surviving or transferee which leases, all or substantially all of the properties and assets of the Company shall be a corporation or other Person is the Company; or (ii) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America, any 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, all the due and punctual payment of the obligations principal of (and premium, if any) and interest on all the Securities and the performance and observance of every covenant of this Indenture on the part of the Company under the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default be performed or Event of Default shall have occurred and be continuingobserved; and (c2) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply 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 with or into any other Person or convey, transfer or lease all or substantially all of the Company’s its properties and assets to any successor Person, in a single transaction or in a series of transactions, unless: (a) either: either (i) the resulting, surviving Company shall be the continuing Person or transferee Person is the Company; or (ii) the resultingPerson (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, surviving or transferee Person is a corporationwhich leases, limited liability companyall or substantially all of the properties and assets of the Company (the “Successor Company”), partnership or trust (A) shall be organized and validly existing under the laws of the Cayman Islands or under the laws of the United States of America, any State thereof or the District of Columbia and (B) the Successor Company shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (c) the Company or the Successor Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with4.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into any other Person or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of the Company’s its properties and or assets in one transaction or a series of related transactions to any successor another Person, unless: (a) either: (i) the resulting, surviving or transferee Person is the Company; or (ii) the resulting, surviving shall be a corporation organized or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of AmericaStates, any State state thereof or the District of Columbia and Columbia; and (b) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which the sale, conveyance, assignment, transfer, lease or other disposition shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, have been made assumes all of the obligations of the Company under the Securities and this IndentureIndenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (bc) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (cd) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which reasonably satisfactory to the Trustee may conclusively rely)Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, the transaction and such supplemental indenture (if any) comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withIndenture.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not (x) consolidate with or merge with or into any other another Person or convey(y) sell, lease or otherwise transfer or lease all or substantially all of the Company’s properties property and assets of the Company and its Subsidiaries, taken as a whole, to any successor Personanother Person (other than, in the case of this clause (y), to one or more wholly owned subsidiaries of the Company), unless: (a) either: (i) the resulting, surviving or transferee Person is Person, if other than the Company; or (ii) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust Person organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia Columbia, and such Person, if not the Company, shall expressly assume, by an supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture; (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have has occurred and be is continuing; and (ciii) the Company Company, or the successor Person if other than the Company, has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyancesale, lease or transfer or lease (and, if a supplemental indenture is required in connection with such transaction, 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.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with or merge into any other Person with or into, or convey, transfer transfer, or lease all or substantially all of the Company’s properties and property or assets to any successor to, another Person, unless: (a) either: (i1) the resulting, surviving or transferee Person is (if other than the Company; or (ii) the resulting, surviving or transferee Person is shall be a corporation, limited liability company, partnership or trust corporation organized and validly existing under the laws of the United States of America, America or any State thereof or the District of Columbia Columbia, and such Person shall expressly assumeassume by a supplemental indenture, by an indenture supplemental hereto, executed the due and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all punctual payment of the obligations principal of the Company under and interest on all the Securities and the performance and observance of every covenant of this IndentureIndenture to be performed or observed on the part of the Company; (b2) immediately after giving effect to such the transaction, no Default or Event of Default shall have 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 (upon which the Trustee may conclusively rely)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, such supplemental indenture comply complies with this Article 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 not, in a single transaction or a series of related transactions, consolidate with or merge into any other Person or sell, convey, transfer or lease all or substantially all of the Company’s its properties and assets to any successor Person, unless: (a) either: (i) the Company is the surviving Person, or the resulting, surviving or transferee Person is the Company; or (ii) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental heretohereto (if other than the Company), executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, Trustee all of the obligations of the Company under the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article 7 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 may consolidate with with, or merge into any other Person sell, lease or convey, otherwise transfer or lease all or substantially all of the Company’s properties and its assets to to, or merge with or into, any successor other Person, unlessprovided that: (a) either: (i) the resulting, surviving or transferee Person Company is the survivor in the merger, or the survivor, if not the Company; or , (ii1) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust Person organized and validly existing under the laws of the United States of AmericaStates, any State thereof state of the United States or the District of Columbia and shall (2) expressly assume, assumes by an supplemental indenture supplemental hereto, executed the due and delivered to punctual payment of the Trustee, in form reasonably satisfactory to the Trustee, principal of and interest on all of the obligations outstanding Notes and the due and punctual performance and observance of all of the Company under covenants and conditions to be performed by us contained in the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer transfer, or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Article and that all conditions precedent herein in this Third Supplemental Indenture provided for relating to such transaction have been complied with.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not may not, in a single transaction or a series of related transactions: (a) consolidate or amalgamate or merge with or merge into any other Person Person, or (b) directly or conveyindirectly transfer, transfer sell, lease (other than a charter or lease of a vessel in the ordinary course of business) or otherwise dispose of all or substantially all of the Company’s properties and assets to any successor Personits assets, unless: (a1) either: (i) in a transaction in which the resultingCompany does not survive or in which the Company sells, surviving leases or transferee Person is otherwise disposes of all or substantially all of its assets, the Company; or (ii) successor entity to the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and Company shall expressly assume, by an a supplemental indenture supplemental hereto, executed and delivered to the Trustee, Trustee in a form reasonably satisfactory to the Trustee, all of the Company’s obligations of the Company under the Securities and this Indenture; (b2) immediately before and after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c3) the Company has and the successor Person shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely), each stating that such consolidation, amalgamation, merger, conveyancelease, transfer sale or lease and, if a supplemental indenture is required in connection with such transaction, disposition and such supplemental indenture comply 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 merge, consolidate or amalgamate with or merge into any other Person into, or convey, transfer or lease all or its Property substantially all of the Company’s properties and assets as an entirety to any successor Person, unless: (a) either, immediately after giving effect to such transaction: (i) the resulting, surviving or transferee Person is (if not the Company; or (ii) the resulting, surviving or transferee shall be a Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of Mexico or the United States of America, (or any State thereof or the District of Columbia Columbia) and such Person shall expressly assume, by an a supplemental indenture supplemental heretoto this Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture; (bii) immediately after giving effect to such transaction (and treating any Debt 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 shall have occurred and be continuing; and (ciii) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease andtransaction and such supplemental indenture, if a supplemental indenture is required in connection with such transactionany, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withIndenture.

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 the Company’s properties and assets to any successor Person, unless: (a) either: (i) the resulting, surviving or transferee Person is the Company; or (ii) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America, any 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, all of the obligations of the Company under the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (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, such supplemental indenture comply with this Article 7 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 (in a transaction in which the Company is not the surviving Person) or convey, transfer or lease all or substantially all of the Company’s its properties and assets to any successor Person, unless: (a) either: (i1) the resulting, surviving or transferee Person is the Company; or (ii) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America, any 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, Trustee all of the obligations of the Company under the Securities and this Indenture; (b2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article 8 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 or convey, transfer or lease all or substantially all of the Company’s 's properties and assets to any successor PersonPerson in a single transaction or series of transactions, unless: (a) either: (i) i. the resulting, continuing, surviving or transferee Person is the Company; or (ii) . the resulting, continuing, surviving or transferee Person is a corporation, limited liability company, partnership or trust corporation organized and validly existing under the laws of the United States of America, any 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, all of the obligations of the Company under the Securities and this Second Supplemental Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have 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 Second Supplemental Indenture; and (cd) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel (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, such supplemental indenture comply 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 or convey, transfer or lease all or substantially all of the Company’s properties and assets to any successor PersonPerson in a single transaction or series 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, limited liability company, partnership or trust corporation organized and validly existing under the laws of the United States of America, any 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, all of the obligations of the Company under the Securities and this First Supplemental Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have 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 First Supplemental Indenture; and (cd) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (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, such supplemental indenture comply 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 with or into any other Person or convey, transfer sell, transfer, lease or lease otherwise dispose all or substantially all of the Company’s its properties and assets to any successor PersonPerson whether in a single transaction or series of related transactions, unless: (a) either: (i) in the resultingcase of a consolidation or merger, surviving or transferee Person the Company is the Companysurviving entity; or (ii) the resulting, surviving successor or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of AmericaStates, any State thereof 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, all of the obligations of the Company under the Securities and this the Indenture;; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingexist; and (c) the Company has shall have delivered to the Trustee an Officers’ Certificate and and, if requested by the Trustee, an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer transfer, sale, lease or lease other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Article 6 and that all conditions precedent herein provided for relating to such transaction have been complied withsatisfied.

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 the Company’s properties consolidated assets of the Company and assets its Subsidiaries, taken as a whole, to any successor Personanother person, unless: (ai) either: (ix) the Company is the continuing corporation, or (y) the resulting, surviving or transferee Person is (if not the Company)(the “Successor Company; or (ii”) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust corporation organized and validly existing under the laws of the United States of America, any State state thereof or the District of Columbia Columbia, and such corporation (if not the Company) shall expressly assume, by an supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture;; and (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have has occurred and be is continuing; and (c) . The Company, or the Company has delivered successor person if other than the Company, shall deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for in the Indenture relating to such transaction have been complied with.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not may consolidate with with, or merge into any other Person sell, lease or convey, otherwise transfer or lease all or substantially all of the Company’s properties and its assets to to, or merge with or into, any successor other Person, unlessprovided that: (a) either: (i) the resulting, surviving or transferee Person Company is the survivor in the merger, or the survivor, if not the Company; or , (ii1) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust Person organized and validly existing under the laws of the United States of AmericaStates, any State thereof state of the United States or the District of Columbia and shall (2) expressly assume, assumes by an supplemental indenture supplemental hereto, executed the due and delivered to punctual payment of the Trustee, in form reasonably satisfactory to the Trustee, principal of and interest on all of the obligations outstanding Notes and the due and punctual performance and observance of all of the Company under covenants and conditions to be performed by us contained in the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer transfer, or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Article and that all conditions precedent herein in this Second Supplemental Indenture 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 (in a transaction in which the Company is not the surviving corporation) or convey, transfer or lease all or substantially all of the Company’s its properties and assets to any successor Person, unless: (a) either: (i1) the resulting, surviving or transferee Person is the Company; or (ii) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America, any 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, all of the obligations of the Company under the Securities and this Indenture; (b2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply 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 or convey, convey or transfer or lease all or substantially all of the Company’s properties its property and assets substantially as an entirety to any successor Person, unless: (a) either: (i1) the resulting, surviving Person formed by such consolidation or transferee into which the Company is merged or the Person is which acquires by conveyance or transfer the Company; or (ii) properties and assets of the resulting, surviving or transferee Company substantially as an entirety shall be a Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America, America or any 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, all the due and punctual payment of the obligations principal of and interest on all the Investment Notes and the performance of every covenant of this Indenture on the part of the Company under the Securities and this Indentureto be performed or observed; (b2) immediately after giving effect to such transaction, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred happened and be continuing; and (c3) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely), each stating that such consolidation, merger, conveyance, conveyance or transfer or lease and, if a supplemental indenture is required in connection with such transaction, 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.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with or merge into any other Person with or into, or convey, transfer transfer, or lease all or substantially all of the Company’s properties and property or assets to any successor to, another Person, unless: (a) either: (i1) the resulting, surviving or transferee Person is (if other than the Company; or (ii) the resulting, surviving or transferee Person is shall be a corporation, limited liability company, partnership or trust corporation organized and validly existing under the laws of the United States of America, America or any State thereof or the District of Columbia Columbia, and such Person shall expressly assumeassume by a supplemental indenture, by an indenture supplemental hereto, executed the due and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all punctual payment of the obligations principal of the Company under and interest on all the Securities and the performance and observance of every covenant of this IndentureIndenture to be performed or observed on the part of the Company; (b2) immediately after giving effect to such the transaction, no Default or Event of Default shall have 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 conveyance, transfer or lease, delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease complies with this Article 6.01 and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply complies with this Article Indenture, 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 or convey, transfer or lease all or substantially all of the Company’s its properties and assets substantially as an entirety to any successor Person, and 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, unless: (a) either: either (i) the resulting, surviving Company shall be the continuing Person or transferee Person is the Company; or (ii) the resultingPerson (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, surviving or transferee Person is a corporationwhich leases, limited liability company, partnership or trust organized the properties and validly existing under the laws assets of the United States of AmericaCompany substantially as an entirety (the “Surviving Entity”), any State thereof or and the District of Columbia and Surviving Entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (c) the Company or the Surviving Entity has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied withArticle IX, respectively.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not merge or consolidate with or merge into any other Person into, or sell, convey, transfer or lease all or substantially all of the Company’s its properties and assets to to, any successor Person, unless: (a) either: (i) the resulting, surviving or transferee Person Company is the surviving Person or the successor Person (if other than the Company; or (ii) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia U.S. domestic jurisdiction and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of all of the covenants, conditions and obligations of this Indenture on the part of the Company under the Securities and this Indentureto be performed or observed; (b) immediately after giving effect to such transaction, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply 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 with or into any other Person or convey, transfer sell, transfer, lease or lease otherwise dispose all or substantially all of the Company’s its properties and assets to any successor PersonPerson whether in a single transaction or series of related transactions, unless: (a) either: (i) in the resultingcase of a consolidation or merger, surviving or transferee Person the Company is the Companysurviving entity; or (ii) the resulting, surviving successor or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of AmericaStates, any State thereof 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, all of the obligations of the Company under the Securities and this the Indenture;; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingexist; and (c) the Company has shall have delivered to the Trustee an Officers’ Certificate and and, if requested by the Trustee, an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer transfer, sale, lease or lease other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Article 0 and that all conditions precedent herein provided for relating to such transaction have been complied withsatisfied.

Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with or merge into any other Person with or into, or convey, transfer transfer, or lease all or substantially all of the Company’s properties and property or assets to any successor to, another Person, unless: (a) either: (i1) the resulting, surviving or transferee Person is (if other than the Company; or (ii) the resulting, surviving or transferee Person is shall be a corporation, limited liability company, partnership or trust corporation organized and validly existing under the laws of the United States of America, America or any State thereof or the District of Columbia Columbia, and such Person shall expressly assumeassume by a supplemental indenture, by an indenture supplemental hereto, executed the due and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all punctual payment of the obligations principal of the Company under and interest on all the Securities and the performance and observance of every covenant of this IndentureIndenture to be performed or observed on the part of the Company; (b2) immediately after giving effect to such the transaction, no Default or Event of Default shall have 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 conveyance, transfer or lease, delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease complies with this Article 6.01 and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply complies with this Article 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 may not, in a single transaction or a series of related transactions: (a) consolidate or amalgamate or merge with or merge into any other Person or conveypermit any other Person to amalgamate, transfer consolidate or merge with or into the Company, or (b) directly or indirectly transfer, sell, lease (other than a charter or lease of a vessel in the ordinary course of business) or otherwise dispose of all or substantially all of the Company’s properties and assets to any successor Personits assets, unless: (a1) either: in a transaction in which the Company does not survive or in which the Company sells, leases or otherwise disposes of all or substantially all of its assets, the successor entity to the Company (A) is organized under the laws of (i) the resulting, surviving or transferee Person is the Company; or (ii) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America, or any State thereof or the District of Columbia Columbia, (ii) the Republic of the Mxxxxxxx Islands, (iii), (iv) a member state of the European Union or (v) any other country recognized by the United States and (B) shall expressly assume, by an a supplemental indenture supplemental hereto, executed and delivered to the Trustee, Trustee in a form reasonably satisfactory to the Trustee, all of the Company’s obligations of the Company under the Securities and this Indenture; (b2) immediately before and after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c3) the Company has and the successor Person have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely), each stating that such consolidation, amalgamation, merger, conveyance, lease, sale, disposition or transfer or lease and, if a supplemental indenture is required in connection with such transaction, and such supplemental indenture comply 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 or convey, transfer or lease all or substantially all of the Company’s (as lessor) its properties and assets as, or substantially as, an entirety to any successor Person, unless: (a) either: (i1) in the case of a merger, the Company is the surviving Person, or (2) the resultingPerson formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, surviving or transferee Person is which leases, the Company; or (ii) properties and assets of the resultingCompany as, surviving or transferee Person is substantially as, an entirety shall be a corporationCorporate Person, limited liability company, partnership or trust shall be organized and validly existing under the laws of the United States of America, any 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, all the due and punctual payment of the obligations principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company under the Securities and this Indentureto be performed or observed; (b) immediately after giving effect to such transaction, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuingexist; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply 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. (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 otherwise dispose of all or substantially all of the Company’s properties and assets to any successor PersonPerson in a single transaction or series of related transactions, unless: (a1) either: either (iA) the resulting, Company shall be the surviving Person or transferee (B) the surviving Person is (if other than the Company; or (ii) the resulting, surviving shall be a corporation or transferee Person is a corporation, limited liability company, partnership or trust company organized and validly existing under the laws of the United States of America, America or any State 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 any such case, expressly assume by a supplemental indenture, the Trustee, all due and punctual payment of the obligations principal of the Company under and interest on all the Securities and the performance and observance of every covenant of this IndentureIndenture to be performed or observed on the part of the Company; (b2) immediately after giving effect to such the transaction, no Default or Event of Default shall have 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 (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease transaction complies with this Article 6.01 and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply complies with this Article 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 may not, in a single transaction or a series of related transactions: (a) consolidate or amalgamate or merge with or merge into any other Person or conveypermit any other Person to amalgamate, transfer consolidate or merge with or into the Company, or (b) directly or indirectly transfer, sell, lease (other than a charter or lease of a vessel in the ordinary course of business) or otherwise dispose of all or substantially all of the Company’s properties and assets to any successor Personits assets, unless: (a1) either: in a transaction in which the Company does not survive or in which the Company sells, leases or otherwise disposes of all or substantially all of its assets, the successor entity to the Company (A) is organized under the laws of (i) the resulting, surviving or transferee Person is the Company; or (ii) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America, or any State thereof or the District of Columbia Columbia, (ii) the Republic of the Mxxxxxxx Islands, (iii) a member state of the European Union or (ix) any other country recognized by the United States and (B) shall expressly assume, by an a supplemental indenture supplemental hereto, executed and delivered to the Trustee, Trustee in a form reasonably satisfactory to the Trustee, all of the Company’s obligations of the Company under the Securities and this Indenture; (b2) immediately before and after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c3) the Company has and the successor Person have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely), each stating that such consolidation, amalgamation, merger, conveyance, lease, sale, disposition or transfer or lease and, if a supplemental indenture is required in connection with such transaction, and such supplemental indenture comply 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 with or into any other Person or convey, transfer sell, transfer, lease or lease otherwise dispose all or substantially all of the Company’s its properties and assets to any successor PersonPerson whether in a single transaction or series of related transactions, unless: (a) either: (i) in the resultingcase of a consolidation or merger, surviving or transferee Person the Company is the Companysurviving entity; or (ii) the resulting, surviving successor or transferee Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of AmericaStates, any State thereof thereof, or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and (NY) 20543/090/INDENTURE/arm.indenture.doc delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this the Indenture;; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingexist; and (c) the Company has shall have delivered to the Trustee an Officers’ Certificate and and, if requested by the Trustee, an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer transfer, sale, lease or lease other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Article 6 and that all conditions precedent herein provided for relating to such transaction have been complied withsatisfied.

Company May Consolidate, Etc., Only on Certain Terms. This Section 8.01 shall, with respect to the Notes, supersede in its entirety Section 5.01 of the Base Indenture. The Company shall not consolidate with or merge into any other Person with or into, or convey, transfer or lease all or substantially all of the Company’s its properties and assets to any successor to, another Person, unless: (a) either: (i) the resulting, surviving or transferee Person is Person, if other than the Company; or (ii) the resulting, surviving or transferee Person is a corporation, limited liability company, partnership or trust Person organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia Columbia, and such Person, if not the Company, shall expressly assume, by an supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture; (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have has occurred and be is continuing; and (ciii) the Company Company, or the successor Person if other than the Company, has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VIII 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 merge, consolidate or amalgamate with or merge into any other Person into, or convey, transfer or lease all or its Property substantially all of the Company’s properties and assets as an entirety to any successor Person, unless: (a) either, immediately after giving effect to such transaction: (i) the resulting, surviving or transferee Person is (if not the Company; or (ii) the resulting, surviving or transferee shall be a Person is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of Mexico or the United States of America, (or any State thereof or the District of Columbia Columbia) and such Person shall expressly assume, by an indenture supplemental heretoto the Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities Bonds and this Indenture; (bii) immediately after giving effect to such transaction (and treating any Debt 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 shall have occurred and be continuing; and (ciii) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee may conclusively rely)Counsel, each stating that such consolidation, merger, conveyance, transfer or lease andtransaction and such supplemental indenture, if a supplemental indenture is required in connection with such transactionany, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withIndenture.