Common use of Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor Clause in Contracts

Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor. The Guarantor shall not, and shall not cause or permit any Subsidiary to, consolidate with or merge or amalgamate with or into, or sell, lease, or convey all or substantially all its assets to, any Person, unless: (a) in the case of the Guarantor: (i) the resulting, surviving or transferee Person (the “Successor Guarantor”) shall be either the Guarantor or a Person organized under the laws of Bermuda, the United States of America, any State thereof or the District of Columbia, any full member state of the European Union, Canada, Australia, Switzerland or the United Kingdom, and the Successor Guarantor (if not the Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under the Guarantee and this Indenture; and (ii) immediately after giving effect to such transaction, no Event of Default or event which with notice or lapse of time would be an Event of Default has occurred and is continuing; or (b) in the case of any Subsidiary of the Guarantor (other than the Company): (i) such transaction is a merger or amalgamation of such Subsidiary with or into, or a consolidation of such Subsidiary with, the Guarantor (so long as the Guarantor is the surviving, continuing or resulting entity) or another Subsidiary or the sale, lease or conveyance by such Subsidiary of all or substantially all of its property to the Guarantor or another Subsidiary; or (ii) such transaction is the merger or amalgamation of such Subsidiary with or into, the consolidation of such Subsidiary with, or the sale, lease or conveyance by such Subsidiary of all or substantially all of its property to, another Person (provided that such Person is not an Affiliate of such Subsidiary), so long as immediately prior to, and after giving effect to such transaction, no Default or Event of Default exists or would exist. For purposes of this Section 4.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. If the Guarantor engages in one of the transactions described above and complies with the conditions listed above, the Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture, but, in the case of a lease of all or substantially all its assets, the Guarantor will not be released from the obligation to pay the principal of and premium, if any, and interest on the Notes (including additional amounts). In the event that the Guarantor consolidates with or merges or amalgamates with or into, or sells, leases or conveys all or substantially all of its assets to, another Person subject to the terms of this Section 4.01 (a “Transfer”) and the Successor Guarantor is a Person organized under the laws of a member state of the European Union, Canada, Australia, Switzerland or the United Kingdom, then the Guarantor and the Successor Guarantor shall, as a condition to such Transfer, (A) enter into a supplemental indenture with the Trustee providing for full, unconditional and irrevocable indemnification of the holders and beneficial owners of the Notes and the Trustee against any tax or duty of whatever nature (other than any tax imposed by reason of the holders or beneficial owners of the Notes having some connection with any such jurisdiction, other than their participation as holders or beneficial owners of the Notes under this Indenture) which is incurred or otherwise suffered by such holders and beneficial owners and the Trustee with respect to the Notes and which would not have been incurred or otherwise suffered in the absence of such Transfer; and (B) deliver to the Trustee, for the benefit of the Holders of the Notes, legal opinions of independent legal counsel in New York and the applicable member state of the European Union, Canada, Australia, Switzerland or the United Kingdom under whose laws the Successor Guarantor is organized under, as applicable, to the effect that the Obligations of the Successor Guarantor with respect to the Guarantee, as the case may be, are legal, valid, binding and enforceable in accordance with their terms.

Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor. The Guarantor shall not, and shall not cause or permit any Subsidiary to, consolidate with or merge or amalgamate with or into, or sell, lease, or convey all or substantially all its assets to, any Person, unless: (a) in the case of the Guarantor: (i) the resulting, surviving or transferee Person (the “Successor Guarantor”) shall be either the Guarantor or a Person organized under the laws of Bermuda, the United States of America, any State thereof or the District of Columbia, any full member state of the European Union, Canada, Australia, Switzerland Australia or the United KingdomSwitzerland, and the Successor Guarantor (if not the Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under the Guarantee and this Indenture; and (ii) immediately after giving effect to such transaction, no Event of Default or event which with notice or lapse of time would be an Event of Default has occurred and is continuing; or (b) in the case of any Subsidiary of the Guarantor (other than the Company): (i) such transaction is a merger or amalgamation of such Subsidiary with or into, or a consolidation of such Subsidiary with, the Guarantor (so long as the Guarantor is the surviving, continuing or resulting entity) or another Subsidiary or the sale, lease or conveyance by such Subsidiary of all or substantially all of its property to the Guarantor or another Subsidiary; or (ii) such transaction is the merger or amalgamation of such Subsidiary with or into, the consolidation of such Subsidiary with, or the sale, lease or conveyance by such Subsidiary of all or substantially all of its property to, another Person (provided that such Person is not an Affiliate of such Subsidiary), so long as immediately prior to, and after giving effect to such transaction, no Default or Event of Default exists or would exist. For purposes of this Section 4.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. If the Guarantor engages in one of the transactions described above and complies with the conditions listed above, the Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture, but, in the case of a lease of all or substantially all its assets, the Guarantor will not be released from the obligation to pay the principal of and premium, if any, and interest on the Notes (including additional amounts). In the event that the Guarantor consolidates with or merges or amalgamates with or into, or sells, leases or conveys all or substantially all of its assets to, another Person subject to the terms of this Section 4.01 (a “Transfer”) and the Successor Guarantor is a Person organized under the laws of a member state of the European Union, Canada, Australia, Switzerland Australia or the United KingdomSwitzerland, then the Guarantor and the Successor Guarantor shall, as a condition to such Transfer, (A) enter into a supplemental indenture with the Trustee providing for full, unconditional and irrevocable indemnification of the holders and beneficial owners of the Notes and the Trustee against any tax or duty of whatever nature (other than any tax imposed by reason of the holders or beneficial owners of the Notes having some connection with any such jurisdiction, other than their participation as holders or beneficial owners of the Notes under this Indenture) which is incurred or otherwise suffered by such holders and beneficial owners and the Trustee with respect to the Notes and which would not have been incurred or otherwise suffered in the absence of such Transfer; and (B) deliver to the Trustee, for the benefit of the Holders of the Notes, legal opinions of independent legal counsel in New York and the applicable member state of the European Union, Canada, Australia, Australia or Switzerland or the United Kingdom under whose laws of which the Successor Guarantor is organized under, as applicable, to the effect that the Obligations of the Successor Guarantor with respect to the Guarantee, as the case may be, are legal, valid, binding and enforceable in accordance with their terms.

Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor. The Guarantor shall not, and shall not cause or permit any Subsidiary to, consolidate with or merge or amalgamate with or into, or sell, lease, or convey all or substantially all its assets to, any Person, unless: (a1) in the case of the Guarantor: (iA) the resulting, surviving or transferee Person (the “Successor Guarantor”) shall be either the Guarantor or a Person organized under the laws of Bermuda, the United States of America, any State thereof or the District of Columbia, any full member state of the European Union, Canada, Australia, Switzerland or the United Kingdom, and the Successor Guarantor (if not the Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under the Guarantee of any Series of Notes and this Indenture; and (iiB) immediately after giving effect to such transaction, no Event of Default or event which with notice or lapse of time would be an Event of Default has occurred and is continuing; or; (b2) in the case of any Subsidiary of the Guarantor (other than the Company): (iA) such transaction is a merger or amalgamation of such Subsidiary with or into, or a consolidation of such Subsidiary with, the Guarantor (so long as the Guarantor is the surviving, continuing or resulting entity) or another Subsidiary or the sale, lease or conveyance by such Subsidiary of all or substantially all of its property to the Guarantor or another Subsidiary; or (iiB) such transaction is the merger or amalgamation of such Subsidiary with or into, the consolidation of such Subsidiary with, or the sale, lease or conveyance by such Subsidiary of all or substantially all of its property to, another Person (provided that such Person is not an Affiliate of such Subsidiary), so long as immediately prior to, and after giving effect to such transaction, no Default or Event of Default exists or would exist. For purposes of this Section 4.015.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. If the Guarantor engages in one of the transactions described above and complies with the conditions listed above, the Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture, but, in the case of a lease of all or substantially all its assets, the Guarantor will not be released from the obligation to pay the principal of and premium, if any, and interest on the Notes (including additional amounts). In the event that the Guarantor consolidates with or merges or amalgamates with or into, or sells, leases or conveys all or substantially all of its assets to, another Person subject to the terms of this Section 4.01 (a “Transfer”) and the Successor Guarantor is a Person organized under the laws of a member state of the European Union, Canada, Australia, Switzerland or the United Kingdom, then the Guarantor and the Successor Guarantor shall, as a condition to such Transfer, (A) enter into a supplemental indenture with the Trustee providing for full, unconditional and irrevocable indemnification of the holders and beneficial owners of the Notes and the Trustee against any tax or duty of whatever nature (other than any tax imposed by reason of the holders or beneficial owners of the Notes having some connection with any such jurisdiction, other than their participation as holders or beneficial owners of the Notes under this Indenture) which is incurred or otherwise suffered by such holders and beneficial owners and the Trustee with respect to the Notes and which would not have been incurred or otherwise suffered in the absence of such Transfer; and (B) deliver to the Trustee, for the benefit of the Holders of the Notes, legal opinions of independent legal counsel in New York and the applicable member state of the European Union, Canada, Australia, Switzerland or the United Kingdom under whose laws the Successor Guarantor is organized under, as applicable, to the effect that the Obligations of the Successor Guarantor with respect to the Guarantee, as the case may be, are legal, valid, binding and enforceable in accordance with their terms.

Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor. The Guarantor shall not, and shall not cause or permit any Subsidiary to, consolidate with or merge or amalgamate with or into, or sell, lease, or convey all or substantially all its assets to, any Person, unless: (a) in the case of the Guarantor: (i) the resulting, surviving or transferee Person (the “Successor Guarantor”) shall be either the Guarantor or a Person organized under the laws of Bermuda, the United States of America, any State thereof or the District of Columbia, any full member state of the European Union, Canada, Australia, Switzerland Australia or the United KingdomSwitzerland, and the Successor Guarantor (if not the Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under the Guarantee and this Indenture; and (ii) immediately after giving effect to such transaction, no Event of Default or event which with notice or lapse of time would be an Event of Default has occurred and is continuing; or (b) in the case of any Subsidiary of the Guarantor (other than the Company): (i) such transaction is a merger or amalgamation of such Subsidiary with or into, or a consolidation of such Subsidiary with, the Guarantor (so long as the Guarantor is the surviving, continuing or resulting entity) or another Subsidiary or the sale, lease sale or conveyance other disposition by such Subsidiary of all or substantially all of its property to the Guarantor or another Subsidiary; or (ii) such transaction is the merger or amalgamation of such Subsidiary with or into, the consolidation of such Subsidiary with, or the sale, lease sale or conveyance other disposition by such Subsidiary of all or substantially all of its property to, another Person (provided that such Person is not an Affiliate of such Subsidiary), so long as immediately prior to, and after giving effect to such transaction, no Default or Event of Default exists or would exist. For purposes of this Section 4.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. If the Guarantor engages in one of the transactions described above and complies with the conditions listed above, the Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture, but, in the case of a lease of all or substantially all its assets, the Guarantor will not be released from the obligation to pay the principal of and premium, if any, and interest on the Notes (including additional amounts). In the event that the Guarantor consolidates with or merges or amalgamates with or into, or sells, leases or conveys all or substantially all of its assets to, another Person subject to the terms of this Section 4.01 (a “Transfer”) and the Successor Guarantor is a Person organized under the laws of a member state of the European Union, Canada, Australia, Switzerland Australia or the United KingdomSwitzerland, then the Guarantor and the Successor Guarantor shall, as a condition to such Transfer, (A) enter into a supplemental indenture with the Trustee providing for full, unconditional and irrevocable indemnification of the holders and beneficial owners of the Notes and the Trustee against any tax or duty of whatever nature (other than any tax imposed by reason of the holders or beneficial owners of the Notes having some connection with any such jurisdiction, other than their participation as holders or beneficial owners of the Notes under this Indenture) which is incurred or otherwise suffered by such holders and beneficial owners and the Trustee with respect to the Notes and which would not have been incurred or otherwise suffered in the absence of such Transfer; and (B) deliver to the Trustee, for the benefit of the Holders of the Notes, legal opinions of independent legal counsel in New York and the applicable member state of the European Union, Canada, Australia, Australia or Switzerland or the United Kingdom under whose laws of which the Successor Guarantor is organized under, as applicable, to the effect that the Obligations of the Successor Guarantor with respect to the Guarantee, as the case may be, are legal, valid, binding and enforceable in accordance with their terms.

Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor. The Guarantor shall not, and shall not cause or permit any Subsidiary to, consolidate with or merge or amalgamate with or into, or sell, lease, or convey all or substantially all its assets to, any Person, unless: (a) in the case of the Guarantor: (i) the resulting, surviving or transferee Person (the “Successor Guarantor”) shall be either the Guarantor or a Person organized under the laws of Bermuda, the United States of America, any State thereof or the District of Columbia, any full member state of the European Union, Canada, Australia, Switzerland Australia or the United KingdomSwitzerland, and the Successor Guarantor (if not the Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under the Guarantee and this Indenture; and (ii) immediately after giving effect to such transaction, no Event of Default or event which with notice or lapse of time would be an Event of Default has occurred and is continuing; or (b) in the case of any Subsidiary of the Guarantor (other than the Company): (i) such transaction is a merger or amalgamation of such Subsidiary with or into, or a consolidation of such Subsidiary with, the Guarantor (so long as the Guarantor is the surviving, continuing or resulting entity) or another Subsidiary or the sale, lease sale or conveyance other disposition by such Subsidiary of all or substantially all of its property to the Guarantor or another Subsidiary; or (ii) such transaction is the merger or amalgamation of such Subsidiary with or into, the consolidation of such Subsidiary with, or the sale, lease sale or conveyance other disposition by such Subsidiary of all or substantially all of its property to, another Person (provided that such Person is not an Affiliate of such Subsidiary), so long as immediately prior to, and after giving effect to such transaction, no Default or Event of Default exists or would exist. For purposes of this Section 4.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. If the Guarantor engages in one of the transactions described above and complies with the conditions listed above, the Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture, but, in the case of a lease of all or substantially all its assets, the Guarantor will not be released from the obligation to pay the principal of and premium, if any, and interest on the Notes (including additional amounts)Notes. In the event that the Guarantor consolidates with or merges or amalgamates with or into, or sells, leases or conveys all or substantially all of its assets to, another Person subject to the terms of this Section 4.01 (a “Transfer”) and the Successor Guarantor is a Person organized under the laws of a member state of the European Union, Canada, Australia, Switzerland Australia or the United KingdomSwitzerland, then the Guarantor and the Successor Guarantor shall, as a condition to such Transfer, (A) enter into a supplemental indenture with the Trustee providing for full, unconditional and irrevocable indemnification of the holders and beneficial owners Holders of the Notes and the Trustee against any tax or duty of whatever nature (other than any tax imposed by reason of the holders or beneficial owners of the Notes Holder having some connection with any such jurisdiction, other than their its participation as holders or beneficial owners of the Notes a Holder under this Indenture) which is incurred or otherwise suffered by such holders and beneficial owners Holders and the Trustee with respect to the Notes and which would not have been incurred or otherwise suffered in the absence of such Transfer; and (B) deliver to the Trustee, for the benefit of the Holders of the Notes, legal opinions of independent legal counsel in New York and the applicable member state of the European Union, Canada, Australia, Australia or Switzerland or the United Kingdom under whose laws of which the Successor Guarantor is organized under, as applicable, to the effect that the Obligations of the Successor Guarantor with respect to the Guarantee, as the case may be, are legal, valid, binding and enforceable in accordance with their terms.

Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor. The Guarantor shall not, and shall not cause or permit any Subsidiary to, consolidate with or merge or amalgamate with or into, or sell, lease, or convey all or substantially all its assets to, any Person, unless: (a) in the case of the Guarantor: (i) the resulting, surviving or transferee Person (the “Successor Guarantor”) shall be either the Guarantor or a Person organized under the laws of Bermuda, the United States of America, any State thereof or the District of Columbia, any full member state of the European Union, Canada, Australia, Switzerland Australia or the United KingdomSwitzerland, and the Successor Guarantor (if not the Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under the Guarantee and this Indenture; and (ii) immediately after giving effect to such transaction, no Event of Default or event which with notice or lapse of time would be an Event of Default has occurred and is continuing; or (b) in the case of any Subsidiary of the Guarantor (other than the Company): (i) such transaction is a merger or amalgamation of such Subsidiary with or into, or a consolidation of such Subsidiary with, the Guarantor (so long as the Guarantor is the surviving, continuing surviving or resulting entity) or another Subsidiary of the Guarantor or the sale, lease sale or conveyance other disposition by such Subsidiary of all or substantially all of its property to the Guarantor or another SubsidiarySubsidiary of the Guarantor; or (ii) such transaction is the merger or amalgamation of such Subsidiary with or into, the consolidation of such Subsidiary with, or the sale, lease sale or conveyance other disposition by such Subsidiary of all or substantially all of its property to, another Person (provided that such Person is not an Affiliate of such Subsidiary), so long as immediately prior to, and after giving effect to such transaction, no Default or Event of Default exists or would exist. For purposes of this Section 4.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. If the Guarantor engages in one of the transactions described above and complies with the conditions listed above, the Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture, but, in the case of a lease of all or substantially all its assets, the Guarantor will not be released from the obligation to pay the principal of and premium, if any, and interest on the Notes (including additional amounts)Notes. In the event that the Guarantor consolidates with or merges or amalgamates with or into, or sells, leases or conveys all or substantially all of its assets to, another Person subject to the terms of this Section 4.01 (a “Transfer”) and the Successor Guarantor is a Person organized under the laws of a member state of the European Union, Canada, AustraliaAustralia or Switzerland, Switzerland or the United Kingdom, then the Guarantor and the Successor Guarantor shall, as a condition to such Transfer, (A) enter into a supplemental indenture with the Trustee providing for full, unconditional and irrevocable indemnification of the holders and beneficial owners Holders of the Notes and the Trustee against any tax or duty of whatever nature (other than any tax imposed by reason of the holders or beneficial owners of the Notes having some connection with any such jurisdiction, other than their participation as holders or beneficial owners of the Notes under this Indenture) which is incurred or otherwise suffered by such holders and beneficial owners Holders and the Trustee with respect to the Notes and which would not have been incurred or otherwise suffered in the absence of such Transfer; and (B) deliver to the Trustee, for the benefit of the Holders of the Notes, legal opinions of independent legal counsel in New York and the applicable member state of the European Union, Canada, Australia, Australia or Switzerland or the United Kingdom under whose laws of which the Successor Guarantor successor is organized under, as applicable, to the effect that the Obligations of the Successor Guarantor with respect to the Guarantee, as the case may be, Guarantee are legal, valid, binding and enforceable in accordance with their terms.

Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor. The Guarantor shall not, and shall not cause or permit any Subsidiary to, consolidate with or merge or amalgamate with or into, or sell, lease, or convey all or substantially all its assets to, any Person, unless: (a) in the case of the Guarantor: (i) the resulting, surviving or transferee Person (the “Successor Guarantor”) shall be either the Guarantor or a Person organized under the laws of Bermuda, the United States of America, any State thereof or the District of Columbia, any full member state of the European UnionUnion (other than Greece) set forth on Schedule 4.1 hereto, Canada, Australia, Switzerland Australia or the United KingdomSwitzerland, and the Successor Guarantor (if not the Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under the Guarantee and this Indenture; and (iib) immediately after giving effect to such transaction, no Event of Default or event which with notice or lapse of time would be an Event of Default has occurred and is continuing; or (b) in the case of any Subsidiary of the Guarantor (other than the Company): (i) such transaction is a merger or amalgamation of such Subsidiary with or into, or a consolidation of such Subsidiary with, the Guarantor (so long as the Guarantor is the surviving, continuing or resulting entity) or another Subsidiary or the sale, lease or conveyance by such Subsidiary of all or substantially all of its property to the Guarantor or another Subsidiary; or (ii) such transaction is the merger or amalgamation of such Subsidiary with or into, the consolidation of such Subsidiary with, or the sale, lease or conveyance by such Subsidiary of all or substantially all of its property to, another Person (provided that such Person is not an Affiliate of such Subsidiary), so long as immediately prior to, and after giving effect to such transaction, no Default or Event of Default exists or would exist. For purposes of this Section 4.014.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. If the Guarantor engages in one of the transactions described above and complies with the conditions listed above, the The Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture, but, in the case of a lease of all or substantially all its assets, the Guarantor will not be released from the obligation to pay the principal of and premium, if any, and interest on the Notes (including additional amounts)Notes. In the event that the Guarantor consolidates with or merges or amalgamates with or into, or sells, leases or conveys all or substantially all of its assets to, another Person subject to the terms of this Section 4.01 4.1 (a “Transfer”) and the Successor Guarantor is a Person organized under the laws of a member state of the European Union, Canada, AustraliaAustralia or Switzerland, Switzerland or the United Kingdom, then the Guarantor and the Successor Guarantor shall, as a condition to such Transfer, (A) enter into a supplemental indenture with the Trustee providing for full, unconditional and irrevocable indemnification of the holders and beneficial owners Holders of the Notes and the Trustee against any tax or duty of whatever nature (other than any tax imposed by reason of the holders or beneficial owners of the Notes having some connection with any such jurisdiction, other than their participation as holders or beneficial owners of the Notes under this Indenture) which is incurred or otherwise suffered by such holders and beneficial owners Holders and the Trustee with respect to the Notes and which would not have been incurred or otherwise suffered in the absence of such Transfer; and (B) deliver to the Trustee, for the benefit of the Holders of the Notes, unqualified legal opinions of independent legal counsel in New York and the applicable member state of the European UnionUnion the laws of which the successor is organized under, Canada, Australia, Switzerland Australia or the United Kingdom under whose laws the Successor Guarantor is organized underSwitzerland, as applicable, to the effect that the Obligations of the Successor Guarantor with respect to the Guarantee, as the case may be, Guarantee are legal, valid, binding and enforceable in accordance with their terms.

Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor. The Guarantor shall not, and shall not cause or permit any Subsidiary to, consolidate with or merge or amalgamate with or into, or sell, lease, or convey all or substantially all its assets to, any Person, unless: (a) in the case of the Guarantor: (i) the resulting, surviving or transferee Person (the “"Successor Guarantor”") shall be either the Guarantor or a Person organized under the laws of Bermuda, the United States of America, any State thereof or the District of Columbia, any full member state of the European Union, Canada, Australia, Switzerland Australia or the United KingdomSwitzerland, and the Successor Guarantor (if not the Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under the Guarantee and this Indenture; and (ii) immediately after giving effect to such transaction, no Event of Default or event which with notice or lapse of time would be an Event of Default has occurred and is continuing; or (b) in the case of any Subsidiary of the Guarantor (other than the Company): (i) such transaction is a merger or amalgamation of such Subsidiary with or into, or a consolidation of such Subsidiary with, the Guarantor (so long as the Guarantor is the surviving, continuing or resulting surviving entity) or another Subsidiary of the Guarantor or the sale, lease sale or conveyance other disposition by such Subsidiary of all or substantially all of its property to the Guarantor or another SubsidiarySubsidiary of the Guarantor; or (ii) such transaction is the merger or amalgamation of such Subsidiary with or into, the consolidation of such Subsidiary with, or the sale, lease sale or conveyance other disposition by such Subsidiary of all or substantially all of its property to, another Person (provided that such Person is not an Affiliate of such Subsidiary), so long as immediately prior to, and after giving effect to such transaction, no Default or Event of Default exists or would exist. For purposes of this Section 4.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. If the Guarantor engages in one of the transactions described above and complies with the conditions listed above, the Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture, but, in the case of a lease of all or substantially all its assets, the Guarantor will not be released from the obligation to pay the principal of and premium, if any, and interest on the Notes (including additional amounts)Notes. In the event that the Guarantor consolidates with or merges or amalgamates with or into, or sells, leases or conveys all or substantially all of its assets to, another Person subject to the terms of this Section 4.01 (a “"Transfer”") and the Successor Guarantor is a Person organized under the laws of a member state of the European Union, Canada, AustraliaAustralia or Switzerland, Switzerland or the United Kingdom, then the Guarantor and the Successor Guarantor shall, as a condition to such Transfer, (A) enter into a supplemental indenture with the Trustee providing for full, unconditional and irrevocable indemnification of the holders and beneficial owners Holders of the Notes and the Trustee against any tax or duty of whatever nature (other than any tax imposed by reason of the holders or beneficial owners of the Notes having some connection with any such jurisdiction, other than their participation as holders or beneficial owners of the Notes under this Indenture) which is incurred or otherwise suffered by such holders and beneficial owners Holders and the Trustee with respect to the Notes and which would not have been incurred or otherwise suffered in the absence of such Transfer; and (B) deliver to the Trustee, for the benefit of the Holders of the Notes, legal opinions of independent legal counsel in New York and the applicable member state of the European Union, Canada, Australia, Australia or Switzerland or the United Kingdom under whose laws of which the Successor Guarantor successor is organized under, as applicable, to the effect that the Obligations of the Successor Guarantor with respect to the Guarantee, as the case may be, Guarantee are legal, valid, binding and enforceable in accordance with their terms.

Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor. The Guarantor shall not, and shall not cause or permit any Subsidiary to, consolidate with or merge or amalgamate with or into, or sell, lease, or convey all or substantially all its assets to, any Person, unless: (a) in the case of the Guarantor: (i) the resulting, surviving or transferee Person (the “"Successor Guarantor”") shall be either the Guarantor or a Person organized under the laws of Bermuda, the United States of America, any State thereof or the District of Columbia, any full member state of the European Union, Canada, Australia, Switzerland Australia or the United KingdomSwitzerland, and the Successor Guarantor (if not the Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under the Guarantee and this Indenture; and (ii) immediately after giving effect to such transaction, no Event of Default or event which with notice or lapse of time would be an Event of Default has occurred and is continuing; or (b) in the case of any Subsidiary of the Guarantor (other than the Company): (i) such transaction is a merger or amalgamation of such Subsidiary with or into, or a consolidation of such Subsidiary with, the Guarantor (so long as the Guarantor is the surviving, continuing or resulting surviving entity) or another Subsidiary of the Guarantor or the sale, lease sale or conveyance other disposition by such Subsidiary of all or substantially all of its property to the Guarantor or another SubsidiarySubsidiary of the Guarantor; or (ii) such transaction is the merger or amalgamation of such Subsidiary with or into, the consolidation of such Subsidiary with, or the sale, lease sale or conveyance other disposition by such Subsidiary of all or substantially all of its property to, another Person (provided that such Person is not an Affiliate of such Subsidiary), so long as immediately prior to, and after giving effect to such transaction, no Default or Event of Default exists or would exist. For purposes of this Section 4.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. If the Guarantor engages in one of the transactions described above and complies with the conditions listed above, the Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture, but, in the case of a lease of all or substantially all its assets, the Guarantor will not be released from the obligation to pay the principal of and premium, if any, and interest on the Notes (including additional amounts)Notes. In the event that the Guarantor consolidates with or merges or amalgamates with or into, or sells, leases or conveys all or substantially all of its assets to, another Person subject to the terms of this Section 4.01 (a “"Transfer”") and the Successor Guarantor is a Person organized under the laws of a member state of the European Union, Canada, AustraliaAustralia or Switzerland, Switzerland or the United Kingdom, then the Guarantor and the Successor Guarantor shall, as a condition to such Transfer, (A) enter into a supplemental indenture with the Trustee providing for full, unconditional and irrevocable indemnification of the holders and beneficial owners Holders of the Notes and the Trustee against any tax or duty of whatever nature (other than any tax imposed by reason of the holders or beneficial owners of the Notes having some connection with any such jurisdiction, other than their participation as holders or beneficial owners of the Notes under this Indenture) which is incurred or otherwise suffered by such holders and beneficial owners Holders and the Trustee with respect to the Notes and which would not have been incurred or otherwise suffered in the absence of such Transfer; and (B) deliver to the Trustee, for the benefit of the Holders of the Notes, legal opinions of independent legal counsel in New York and the applicable member state of the European Union, Canada, Australia, Switzerland or the United Kingdom under whose laws the Successor Guarantor is organized under, as applicable, to the effect that the Obligations of the Successor Guarantor with respect to the Guarantee, as the case may be, are legal, valid, binding and enforceable in accordance with their terms.the

Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor. The Guarantor shall not, and shall not cause or permit any Subsidiary to, consolidate with or merge or amalgamate with or into, or sell, lease, or convey all or substantially all its assets to, any Person, unless: (a) in the case of the Guarantor: (i) the resulting, surviving or transferee Person (the “Successor Guarantor”) shall be either the Guarantor or a Person organized under the laws of Bermuda, the United States of America, any State thereof or the District of Columbia, any full member state of the European UnionUnion as of September 25, 2002 (other than Greece) set forth on Schedule 4.1 hereto, Canada, Australia, Switzerland Australia or the United KingdomSwitzerland, and the Successor Guarantor (if not the Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under the Guarantee and this Indenture; and (ii) immediately after giving effect to such transaction, no Event of Default or event which with notice or lapse of time would be an Event of Default has occurred and is continuing; or (b) in the case of any Subsidiary of the Guarantor (other than the Company): (i) such transaction is a merger or amalgamation of such a Subsidiary with or into, or a consolidation of such a Subsidiary with, the Guarantor (so long as the Guarantor is the surviving, continuing or resulting surviving entity) or another Subsidiary or the sale, lease sale or conveyance other disposition by such a Subsidiary of all or substantially all of its property to the Guarantor or another Subsidiary; or (ii) such transaction is the merger or amalgamation of such a Subsidiary with or into, the consolidation of such a Subsidiary with, or the sale, lease sale or conveyance other disposition by such a Subsidiary of all or substantially all of its property to, another Person (provided that such Person is not an Affiliate of such SubsidiaryAffiliate), so long as (x) such transaction complies, in all respects, with the provisions of Section 3.7 hereof, and (y) immediately prior to, and after giving effect to such transaction, no Default or Event of Default exists or would exist. For purposes of this Section 4.014.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. If the Guarantor engages in one of the transactions described above and complies with the conditions listed above, the The Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture, but, in the case of a lease of all or substantially all its assets, the Guarantor will not be released from the obligation to pay the principal of and premium, if any, and interest on the Notes (including additional amounts)Notes. In the event that the Guarantor consolidates with or merges or amalgamates with or into, or sells, leases or conveys all or substantially all of its assets to, another Person subject to the terms of this Section 4.01 4.1 (a “Transfer”) and the Successor Guarantor is a Person organized under the laws of a member state of the European Union, Canada, AustraliaAustralia or Switzerland, Switzerland or the United Kingdom, then the Guarantor and the Successor Guarantor shall, as a condition to such Transfer, (A) enter into a supplemental indenture with the Trustee providing for full, unconditional and irrevocable indemnification of the holders and beneficial owners Holders of the Notes and the Trustee against any tax or duty of whatever nature (other than any tax imposed by reason of the holders or beneficial owners of the Notes having some connection with any such jurisdiction, other than their participation as holders or beneficial owners of the Notes under this Indenture) which is incurred or otherwise suffered by such holders and beneficial owners Holders and the Trustee with respect to the Notes and which would not have been incurred or otherwise suffered in the absence of such Transfer; and (B) deliver to the Trustee, for the benefit of the Holders of the Notes, unqualified legal opinions of independent legal counsel in New York and the applicable member state of the European UnionUnion the laws of which the successor is organized under, Canada, Australia, Switzerland Australia or the United Kingdom under whose laws the Successor Guarantor is organized underSwitzerland, as applicable, to the effect that the Obligations of the Successor Guarantor with respect to the Guarantee, as the case may be, Guarantee are legal, valid, binding and enforceable in accordance with their terms.

Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor. The Guarantor shall not, and shall not cause or permit any Subsidiary to, consolidate with or merge or amalgamate with or into, or sell, lease, or convey all or substantially all its assets to, any Person, unless: (a) in the case of the Guarantor: (i) the resulting, surviving or transferee Person (the “Successor Guarantor”) shall be either the Guarantor or a Person organized under the laws of Bermuda, the United States of America, any State thereof or the District of Columbia, any full member state of the European Union, Canada, Australia, Switzerland Australia or the United KingdomSwitzerland, and the Successor Guarantor (if not the Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under the Guarantee and this Indenture; and (ii) immediately after giving effect to such transaction, no Event of Default or event which with notice or lapse of time would be an Event of Default has occurred and is continuing; or (b) in the case of any Subsidiary of the Guarantor (other than the Company): (i) such transaction is a merger or amalgamation of such Subsidiary with or into, or a consolidation of such Subsidiary with, the Guarantor (so long as the Guarantor is the surviving, continuing or resulting surviving entity) or another Subsidiary of the Guarantor or the sale, lease sale or conveyance other disposition by such Subsidiary of all or substantially all of its property to the Guarantor or another SubsidiarySubsidiary of the Guarantor; or (ii) such transaction is the merger or amalgamation of such Subsidiary with or into, the consolidation of such Subsidiary with, or the sale, lease sale or conveyance other disposition by such Subsidiary of all or substantially all of its property to, another Person (provided that such Person is not an Affiliate of such Subsidiary), so long as immediately prior to, and after giving effect to such transaction, no Default or Event of Default exists or would exist. For purposes of this Section 4.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. If the Guarantor engages in one of the transactions described above and complies with the conditions listed above, the Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture, but, in the case of a lease of all or substantially all its assets, the Guarantor will not be released from the obligation to pay the principal of and premium, if any, and interest on the Notes (including additional amounts)Notes. In the event that the Guarantor consolidates with or merges or amalgamates with or into, or sells, leases or conveys all or substantially all of its assets to, another Person subject to the terms of this Section 4.01 (a “Transfer”) and the Successor Guarantor is a Person organized under the laws of a member state of the European Union, Canada, AustraliaAustralia or Switzerland, Switzerland or the United Kingdom, then the Guarantor and the Successor Guarantor shall, as a condition to such Transfer, (A) enter into a supplemental indenture with the Trustee providing for full, unconditional and irrevocable indemnification of the holders and beneficial owners Holders of the Notes and the Trustee against any tax or duty of whatever nature (other than any tax imposed by reason of the holders or beneficial owners of the Notes having some connection with any such jurisdiction, other than their participation as holders or beneficial owners of the Notes under this Indenture) which is incurred or otherwise suffered by such holders and beneficial owners Holders and the Trustee with respect to the Notes and which would not have been incurred or otherwise suffered in the absence of such Transfer; and (B) deliver to the Trustee, for the benefit of the Holders of the Notes, legal opinions of independent legal counsel in New York and the applicable member state of the European Union, Canada, Australia, Australia or Switzerland or the United Kingdom under whose laws of which the Successor Guarantor successor is organized under, as applicable, to the effect that the Obligations of the Successor Guarantor with respect to the Guarantee, as the case may be, Guarantee are legal, valid, binding and enforceable in accordance with their terms.