Common use of Consolidations and Mergers of the Company Clause in Contracts

Consolidations and Mergers of the Company. The Company shall not consolidate or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactions, unless: (a) either (i) the Company shall be the surviving Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “Successor Company”), shall be an entity organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities according to their tenor; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default would occur or be continuing; (c) if the Company is not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indenture; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, transfer or lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactionsassets, unless: (a) either (i) the Company shall be the surviving continuing Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “Successor Company”), ) shall be an entity a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities and Coupons, if any, according to their tenor, and this Indenture; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt Indebtedness which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) the Successor Company waives any right to redeem any Bearer Security under circumstances in which the Successor Company would be entitled to redeem such Bearer Security but the Company would not have been so entitled to redeem if the Company is consolidation, merger, conveyance, transfer or lease had not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indentureoccurred; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such supplemental Indenture (if any) comply complies with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, transfer or lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactionsassets, unless: (a) either (i) the Company shall be the surviving continuing Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “"Successor Company”), ") shall be an entity a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities and Coupons, if any, according to their tenor, and this Indenture; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt Indebtedness which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been incurred Incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) the Successor Company waives any right to redeem any Bearer Security under circumstances in which the Successor Company would be entitled to redeem such Bearer Security but the Company would not have been so entitled to redeem if the Company is consolidation, merger, conveyance, transfer or lease had not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indentureoccurred; and (d) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, transfer or lease or otherwise dispose of all or substantially all its assets, or permit any Person to consolidate with or merge into or convey, transfer or lease substantially all its assets to any Person, whether in a single transaction or a series of related transactionsthe Company, unless: (a) either (i) the Company shall be the surviving continuing Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “"Successor Company”), ") shall be an entity a corporation, limited partnership or limited liability company organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities and Coupons, if any, according to their tenor, and this Indenture; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt Indebtedness which becomes an obligation of the Successor Company or any Subsidiary of the Company as a 62 71 result of such transaction as having been incurred Incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) the Successor Company waives any right to redeem any Bearer Security under circumstances in which the Successor Company would be entitled to redeem such Bearer Security but the Company would not have been so entitled to redeem if the Company is consolidation, merger, conveyance, transfer or lease had not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indentureoccurred; and (d) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate or amalgamate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactions, unless: (a) either (i) the Company shall be the surviving Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “Successor Company”), shall be an entity a partnership, limited liability company or corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities according to their tenor; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt which becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction or series of transactions as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) if the Company is not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indenture; and (d) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or disposition and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company ----------------------------------------- shall not consolidate with, or sell or convey or lease all or substantially all of its assets to, or merge with or into any Person (whether or not the Company is the surviving other Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactions, unless: (ai) either (ia) the Company shall be the surviving Person continuing corporation in the case of a merger or (iib) the resulting, surviving or transferee Person if other than the Company (the “"Successor Company”), ") shall be an entity a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities and Coupons, if any, according to their tenor, and this Indenture; (bii) immediately after giving effect to such transaction or series of transactions (and treating any Debt which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactions)transaction, no Default or Event of Default would occur or be continuing; (ciii) the Successor Company waives any right to redeem any Bearer Security under circumstances in which the Successor Company would be entitled to redeem such Bearer Security but the Company would not have been so entitled to redeem if the Company is consolidation, merger, conveyance, transfer or lease had not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indentureoccurred; and (div) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such supplemental Indenture indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate or amalgamate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, lease lease, or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactions, unless: (a) either (i) the Company shall be the surviving Person in the case of a merger or (ii) the resulting, surviving surviving, or transferee Person if other than the Company (the “Successor Company”), shall be an entity a partnership, limited liability company, or corporation organized and existing under the laws of the United States, any State thereof thereof, or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities according to their tenorNotes; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt which becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction or series of transactions as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) if the Company is not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities Notes and this Indenture; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger amalgamation, merger, or disposition and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate or amalgamate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactions, unless: (a) either (i) the Company shall be the surviving Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “Successor Company”), shall be an entity a partnership, limited liability company or corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities according to their tenor; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt which becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction or series of transactions as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) if the Company is not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indenture; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or disposition and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, transfer or lease or otherwise dispose of all or substantially all its assets, or permit any Person to consolidate with or merge into or convey, transfer or lease substantially all its assets to any Person, whether in a single transaction or a series of related transactionsthe Company, unless: (a) either (i) the Company shall be the surviving Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “Successor Company”), shall be an entity ) is organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities and Coupons, if any, according to their tenor; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt Indebtedness which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been incurred Incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default would occur or be continuing; (c) the Successor Company waives any right to redeem any Bearer Security under circumstances in which the Successor Company would be entitled to redeem such Bearer Security but the Company would not have been so entitled to redeem if the Company is consolidation, merger, conveyance, transfer or lease had not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indentureoccurred; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or disposition and such supplemental Indenture indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate or amalgamate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactions, except (1) in accordance with the provisions of its Company agreement, and (2) unless: (a) either (i) the Company shall be the surviving Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “Successor Company”), shall be an entity a Company, limited liability company or corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities according to their tenor; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default would occur or be continuing; (c) if the Company is not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indenture; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or disposition and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Neither BFC nor the Company shall not consolidate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, transfer or lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactionsassets, unless: (ai) either (ia) the Company shall be the surviving continuing Person in the case of a merger or (iib) the resulting, surviving or transferee Person if other than the Company (the “"Successor Company”), ") shall be an entity a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of BFC and the Company under this Indenture and the Debt Securities according to their tenor, and this Indenture; (bii) immediately after giving effect to such transaction or series of transactions (and treating any Debt Indebtedness which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been incurred Incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) if the Company is not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indenture; and (diii) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such supplemental Indenture (if any) comply with this Indenture. A deposition by the Company of its ownership interest in CompuServe Corporation shall not be deemed a transfer or conveyance of substantially all of the Company's assets.

Consolidations and Mergers of the Company. The Company shall not consolidate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, transfer or lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactionsassets, unless: (a) either (i) the Company shall be the surviving continuing Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “"Successor Company”), ") shall be an entity a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities and Coupons, if any, according to their tenor, and this Indenture; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt Indebtedness which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) the Successor Company waives any right to redeem any Bearer Security under circumstances in which the Successor Company would be entitled to redeem such Bearer Security but the Company would not have been so entitled to redeem if the Company is consolidation, merger, conveyance, transfer or lease had not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indentureoccurred; and (d) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such supplemental Indenture (if any) comply complies with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, transfer or lease or otherwise dispose of all or substantially all its assets, or permit any Person to consolidate with or merge into or convey, transfer or lease substantially all its assets to any Person, whether in a single transaction or a series of related transactionsthe Company, unless: (a) either (i) the Company shall be the surviving continuing Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “Successor Company”), shall be an entity ) is organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities and Coupons, if any, according to their tenor, and this Indenture; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt Indebtedness which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been incurred Incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) the Successor Company waives any right to redeem any Bearer Security under circumstances in which the Successor Company would be entitled to redeem such Bearer Security but the Company would not have been so entitled to redeem if the Company is consolidation, merger, conveyance, transfer or lease had not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indentureoccurred; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate or amalgamate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactions, except (1) in accordance with the provisions of its certificate of incorporation, and (2) unless: (a) either (i) the Company shall be the surviving continuing Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “"Successor Company”"), shall be an entity a partnership, limited liability company or corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities according to their tenor; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt which becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) if the Company is not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indenture; and (d) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or disposition and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate or amalgamate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactions, unless: (a) either (i) the Company shall be the surviving Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “Successor Company”), shall be an entity a Person organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities according to their tenor; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default would occur or be continuing; (c) if the Company is not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indenture; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or disposition and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate or amalgamate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactions, except (1) in accordance with the provisions of its limited liability company agreement, and (2) unless: (a) either (i) the Company shall be the surviving Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “Successor Company”), shall be an entity a partnership, limited liability company or corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities according to their tenor; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt which becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction or series of transactions as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) if the Company is not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indenture; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or disposition and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate or amalgamate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactions, except (1) in accordance with the provisions of its limited liability company agreement, and (2) unless: (a) either (i) the Company shall be the surviving Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “"Successor Company”"), shall be an entity a partnership, limited liability company or corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities according to their tenor; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt which becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction or series of transactions as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) if the Company is not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indenture; and (d) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or disposition and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, transfer or lease or otherwise dispose of all or substantially all its assets, or permit any Person to consolidate with or merge into or convey, transfer or lease substantially all its assets to any Person, whether in a single transaction or a series of related transactionsthe Company, unless: (a) either (i) the Company shall be the surviving continuing Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “"Successor Company”), ") shall be an entity a corporation, limited partnership or limited liability company organized and existing under the laws of the United States, any State state thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities and Coupons, if any, according to their tenor, and this Indenture; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt Indebtedness which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) the Successor Company waives any right to redeem any Bearer Security under circumstances in which the Successor Company would be entitled to redeem such Bearer Security but the Company would not have been so entitled to redeem if the Company is consolidation, merger, conveyance, transfer or lease had not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indentureoccurred; and (d) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, transfer or lease or otherwise dispose of all or substantially all its assets, or permit any Person to consolidate with or merge into or convey, transfer or lease substantially all its assets to any Person, whether in a single transaction or a series of related transactionsthe Company, unless: (a) either (i) the Company shall be the surviving continuing Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “Successor Company”), ) shall be an entity a Person organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities and Coupons, if any, according to their tenor, and this Indenture; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt Indebtedness which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been incurred Incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) the Successor Company waives any right to redeem any Bearer Security under circumstances in which the Successor Company would be entitled to redeem such Bearer Security but the Company would not have been so entitled to redeem if the Company is consolidation, merger, conveyance, transfer or lease had not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indentureoccurred; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate or amalgamate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, lease lease, or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactions, unless: (a) either (i) the Company shall be the surviving Person in the case of a merger or (ii) the resulting, surviving surviving, or transferee Person if other than the Company (the “Successor Company”), shall be an entity a partnership, limited liability company, or corporation organized and existing under the laws of the United States, any State thereof thereof, or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities according to their tenor; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt which becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction or series of transactions as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) if the Company is not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indenture; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger amalgamation, merger, or disposition and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The Company shall not consolidate or amalgamate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactions, except (1) in accordance with the provisions of its limited liability company agreement, and (2) unless: (a) either (i) the Company shall be the surviving continuing Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “Successor Company”), shall be an entity a Company, limited liability company or corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities according to their tenor; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt which becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (c) if the Company is not the continuing Person, then each the Guarantor and any Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its respective Guarantee shall continue to apply to the obligations under the Debt Securities and this Indenture; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or disposition and such supplemental Indenture (if any) comply with this Indenture.

Consolidations and Mergers of the Company. The ------------------------------------------ Company shall not consolidate with or merge with or into any Person (whether or not the Company is the surviving Person), or sell, assign, convey, transfer, transfer or lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactionsassets, unless: (ai) either (ia) the Company shall be the surviving continuing Person in the case of a merger or (iib) the resulting, surviving or transferee Person if other than the Company (the “"Successor Company”), ") shall be an entity a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt Securities and Coupons, if any, according to their tenor, and this Indenture; (bii) immediately after giving effect to such transaction or series of transactions (and treating any Debt Indebtedness which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been incurred Incurred by the Successor Company or such Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default would occur or be continuing; (ciii) the Successor Company waives any right to redeem any Bearer Security under circumstances in which the Successor Company would be entitled to redeem such Bearer Security but the Company would not have been so entitled to redeem if the Company is consolidation, merger, conveyance, transfer or lease had not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities and this Indentureoccurred; and (div) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such supplemental Indenture (if any) comply with this Indenture.