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

Issuers May Consolidate, Etc., Only on Certain Terms. (a) For so long as the Notes of any Series are outstanding, no Issuer may consolidate or merge with or into any other Person or convey or transfer all or substantially all of the applicable Collateral Pool to any Person (other than as provided in the Transaction Documents) without the consent of the Requisite Global Majority, unless: (i) the Person (if other than any such Issuer) formed by or surviving such consolidation or merger or that acquires by conveyance or transfer the Collateral Pool (the “Successor Person”) shall be a Person organized and existing under the laws of the United States of America or of any State thereof, shall have expressly assumed by written instrument, and executed and delivered such written instrument to the Indenture Trustee, the obligation (to the same extent as such Issuer was so obligated) to make payments of principal, interest and other amounts, as applicable, on all of the applicable Notes and the obligation to perform every covenant of this Indenture on the part of such Issuer to be performed or observed, all as provided herein; (ii) at the time of, and immediately after giving effect to, such transaction, no Event of Default shall have occurred and be continuing or Early Amortization Period shall have occurred and be continuing; (iii) the Indenture Trustee shall have received written confirmation that the Rating Condition is satisfied; (iv) any such Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that, such consolidation, merger, conveyance or transfer complies with and satisfies all conditions precedent set forth in this Article IX; (v) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate stating that (1) the Successor Person has good and marketable title to the applicable Collateral included in the Collateral Pool, free and clear of any lien, security interest or charge other than the lien and security interest of the related Mortgages and this Indenture and any other lien permitted hereby, and (2) immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in such Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC and a valid, first priority lien (subject to Permitted Encumbrances) in the related Properties and Leases; and (vi) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, partnership or trust: such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplement hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of any indenture supplement and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in the applicable Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC. (b) Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Collateral Pool (unless in connection with a Series Collateral Release), the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, an Issuer under this Indenture with the same effect as if such Successor Person had been named as an Issuer herein. In the event of any such conveyance or transfer of the Collateral Pool permitted by this Section 9.08, the Person named as an “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article IX and that has thereafter effected such a conveyance or transfer, may be dissolved, wound up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenture.

Issuers May Consolidate, Etc., Only on Certain Terms. (a) For so long as the Notes of any Series are outstanding, no Issuer may The Issuers shall not consolidate with or merge with or into any other Person (whether or convey not affiliated with the Issuers), or convey, transfer all or lease its properties and assets as an entirety or substantially all of the applicable Collateral Pool as an entirety to any other Person (whether or not affiliated with the Issuers), and the Issuers shall not permit any other than Person (whether or not affiliated with the Issuers) to consolidate with or merge into the Issuers or convey, transfer or lease its properties and assets as provided in an entirety or substantially as an entirety to the Transaction Documents) without the consent of the Requisite Global Majority, Issuers; unless: (i1) in case the Issuers shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person (if other than any such Issuer) formed by or surviving such consolidation or merger into which the Issuers are merged or that the Person which acquires by conveyance or transfer transfer, or which leases, the Collateral Pool (properties and assets of the “Successor Person”) Issuers as an entirety or substantially as an entirety shall be a Person business entity organized and existing under the laws of the United States of America or of America, any State state thereof, the District of Columbia or the Republic of The Xxxxxxxx Islands and shall have expressly assumed assume, by written instrumentan indenture (or indentures, and if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and delivered such written instrument to the Indenture Trustee, Trustee the obligation (to the same extent as such Issuer was so obligated) to make payments of principal, interest due and other amounts, as applicable, on all punctual payment of the applicable Notes principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation to perform every covenant of in this Indenture and the Outstanding Securities on the part of such Issuer the Issuers to be performed or observed, all as provided hereinobserved and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Equity Interests or other securities; (ii2) at the time of, and immediately after giving effect to, to such transaction and treating any indebtedness which becomes an obligation of the Issuers or a Subsidiary as a result of such transaction as having been incurred by the Issuers or such Subsidiary at the time of such transaction, no Event of Default shall have occurred and be continuing or Early Amortization Period event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing;; and (iii3) either the Indenture Trustee shall have received written confirmation that Issuers or the Rating Condition is satisfied; (iv) any such Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that, such consolidation, merger, conveyance or transfer complies with and satisfies all conditions precedent set forth in this Article IX; (v) the Successor successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate stating that (1) the Successor Person has good and marketable title to the applicable Collateral included in the Collateral Pool, free and clear of any lien, security interest or charge other than the lien and security interest of the related Mortgages and this Indenture and any other lien permitted hereby, and (2) immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in such Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC and a valid, first priority lien (subject to Permitted Encumbrances) in the related Properties and Leases; and (vi) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, each stating thatthat such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with respect to a Successor Person that is a corporationsuch transaction, partnership or trust: such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplement hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of any indenture supplement and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance comply with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in the applicable Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC. (b) Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Collateral Pool (unless in connection with a Series Collateral Release), the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, an Issuer under this Indenture with the same effect as if such Successor Person had been named as an Issuer herein. In the event of any such conveyance or transfer of the Collateral Pool permitted by this Section 9.08, the Person named as an “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article IX and that has thereafter effected all conditions precedent herein provided for relating to such a conveyance or transfer, may be dissolved, wound up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenturetransaction have been complied with.

Issuers May Consolidate, Etc., Only on Certain Terms. (a) For so long as the Notes of any Series are outstanding, no Issuer may The Issuers shall not consolidate with or merge with or into any other Person (whether or convey not affiliated with the Issuers), or convey, transfer all or lease its properties and assets as an entirety or substantially all of the applicable Collateral Pool as an entirety to any other Person (whether or not affiliated with the Issuers), and the Issuers shall not permit any other than Person (whether or not affiliated with the Issuers) to consolidate with or merge into the Issuers or convey, transfer or lease its properties and assets as provided in an entirety or substantially as an entirety to the Transaction Documents) without the consent of the Requisite Global Majority, Issuers; unless: (i1) in case the Issuers shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person (if other than any such Issuer) formed by or surviving such consolidation or merger into which the Issuers are merged or that the Person which acquires by conveyance or transfer transfer, or which leases, the Collateral Pool (properties and assets of the “Successor Person”) Issuers as an entirety or substantially as an entirety shall be a Person business entity organized and existing under the laws of the United States of America or of America, any State state thereof, the District of Columbia or the Republic of The Xxxxxxxx Islands and shall have expressly assumed assume, by written instrumentan indenture (or indentures, and if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and delivered such written instrument to the Indenture Trustee, Trustee the obligation (to the same extent as such Issuer was so obligated) to make payments of principal, interest due and other amounts, as applicable, on all punctual payment of the applicable Notes principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation to perform every covenant of in this Indenture and the Outstanding Securities on the part of such Issuer the Issuers to be performed or observed, all observed and shall provide for conversion or exchange rights in accordance with the provisions of the Securities (and in the case of conversion Article 16 hereof as provided hereinwell) of any series that are convertible or exchangeable into Equity Interests or other securities; (ii2) at the time of, and immediately after giving effect to, to such transaction and treating any indebtedness which becomes an obligation of the Issuers or a Subsidiary as a result of such transaction as having been incurred by the Issuers or such Subsidiary at the time of such transaction, no Event of Default shall have occurred and be continuing or Early Amortization Period event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing;; and (iii3) either the Indenture Trustee shall have received written confirmation that Issuers or the Rating Condition is satisfied; (iv) any such Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that, such consolidation, merger, conveyance or transfer complies with and satisfies all conditions precedent set forth in this Article IX; (v) the Successor successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate stating that (1) the Successor Person has good and marketable title to the applicable Collateral included in the Collateral Pool, free and clear of any lien, security interest or charge other than the lien and security interest of the related Mortgages and this Indenture and any other lien permitted hereby, and (2) immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in such Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC and a valid, first priority lien (subject to Permitted Encumbrances) in the related Properties and Leases; and (vi) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, each stating thatthat such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with respect to a Successor Person that is a corporationsuch transaction, partnership or trust: such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplement hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of any indenture supplement and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance comply with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in the applicable Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC. (b) Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Collateral Pool (unless in connection with a Series Collateral Release), the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, an Issuer under this Indenture with the same effect as if such Successor Person had been named as an Issuer herein. In the event of any such conveyance or transfer of the Collateral Pool permitted by this Section 9.08, the Person named as an “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article IX and that has thereafter effected all conditions precedent herein provided for relating to such a conveyance or transfer, may be dissolved, wound up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenturetransaction have been complied with.

Issuers May Consolidate, Etc., Only on Certain Terms. (a) For so long as the Notes of any Series are outstanding, no Neither Issuer may consolidate or merge with or into any other Person or wind up into (whether or not such Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or transfer otherwise dispose of all or substantially all of the applicable Collateral Pool to any Person (other than as provided its properties or assets in the Transaction Documents) without the consent of the Requisite Global Majority, one or more related transactions unless: (i1) such Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than any such Issuer) formed by or surviving to which such consolidation or merger or that acquires by sale, assignment, transfer, lease, conveyance or transfer the Collateral Pool (the “Successor Person”) shall be a Person other disposition will have been made is an entity organized and or existing under the laws of the United States States, any state thereof, the District of America Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); (2) the Successor Company, if other than such Issuer, expressly assumes all the obligations of any State thereofsuch Issuer under this Indenture, the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; (4) each Guarantor, unless it is the other party to the transactions described above, in which case Section 8.02(2) below shall apply, shall have expressly assumed by written instrument, and executed and delivered supplemental indenture confirmed that its Guarantee shall apply to such written instrument to the Person’s obligations under this Indenture Trustee, the obligation (to the same extent as such Issuer was so obligated) to make payments of principal, interest and other amounts, as applicable, on all of the applicable Notes and the obligation to perform every covenant of this Indenture on the part of such Issuer to be performed or observed, all as provided herein;Notes; and (ii) at the time of, and immediately after giving effect to, such transaction, no Event of Default shall have occurred and be continuing or Early Amortization Period shall have occurred and be continuing; (iii5) the Indenture Trustee shall have received written confirmation that the Rating Condition is satisfied; (iv) any such Issuer Issuers shall have delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that, stating that such consolidation, merger, conveyance merger or transfer complies with and satisfies all conditions precedent set forth in this Article IX; (v) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate stating that (1) the Successor Person has good and marketable title to the applicable Collateral included in the Collateral Pool, free and clear of any lien, security interest or charge other than the lien and security interest of the related Mortgages and this Indenture and any other lien permitted hereby, and (2) immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in such Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC and a valid, first priority lien (subject to Permitted Encumbrances) in the related Properties and Leases; and (vi) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, partnership or trust: such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplement hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of any indenture supplement and that such supplemental indenture is a validindentures, legal and binding obligation of the if any, comply with this Indenture. The Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in the applicable Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC. (b) Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Collateral Pool (unless in connection with a Series Collateral Release), the Successor Person Company shall succeed to, and be substituted for, and may exercise every right and power of, an for such Issuer under this Indenture with and the same effect as if such Successor Person had been named as an Issuer herein. In the event of any such conveyance or transfer of the Collateral Pool permitted by this Section 9.08, the Person named as an “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article IX and that has thereafter effected such a conveyance or transfer, may be dissolved, wound up and liquidated at any time thereafter, Notes and such Person thereafter shall Issuer (if not the Successor Company) will be fully released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this IndentureIndenture and the Notes. Notwithstanding the foregoing, (a) any Subsidiary that is not a Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Guarantor; (b) any Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor; and (c) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Guarantor or the Company in another State of the United States.

Issuers May Consolidate, Etc., Only on Certain Terms. (a) For so long as the Notes of any Series are outstandingoutstanding or any Insurance Policy is in effect, no Issuer the Issuers may not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the applicable Collateral Pool to any Person (other than as provided in the Transaction Documents) without the consent of the Requisite Global Majority, unless: (i) the Person (if other than any such Issuer) formed by or surviving such consolidation or merger or that acquires by conveyance or transfer the Collateral Pool (the “Successor Person”) shall be a Person organized and existing under the laws of the United States of America or of any State thereof, shall have expressly assumed by written instrument, and executed and delivered such written instrument to the Indenture Trustee, the obligation (to the same extent as such Issuer was so obligated) to make payments of principal, interest and other amounts, as applicable, on all of the applicable Notes and pay amounts, as applicable, owed to the Insurers and the obligation to perform every covenant of this Indenture on the part of such Issuer to be performed or observed, all as provided herein; (ii) at the time of, and immediately after giving effect to, such transaction, no Event of Default shall have occurred and be continuing or Early Amortization Period Event shall have occurred and be continuing; (iii) the Indenture Trustee and the Insurers shall have each received written confirmation that the Rating Condition is satisfied; (iv) any such Issuer shall have delivered to the Indenture Trustee and the Insurers an Officers’ Certificate and an Opinion of Counsel, each to the effect that, such consolidation, merger, conveyance or transfer complies with and satisfies all conditions precedent relating to the transactions set forth in this Article IXSection 9.08; (v) the Successor Person shall have delivered to the Indenture Trustee and the Insurers an Officer’s Certificate stating that (1) the Successor Person has good and marketable title to the applicable Collateral included in the Collateral Pool, free and clear of any lien, security interest or charge other than the lien and security interest of the related Mortgages and this Indenture and any other lien permitted hereby, and (2) immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in such Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC and a valid, first priority lien (subject to Permitted EncumbrancesExceptions) in the related Mortgage Loans, Mortgaged Properties and Leases; and (vi) the Successor Person shall have delivered to the Indenture Trustee and the Insurers an Officer’s Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, partnership or trust: ; such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplement hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of any indenture supplement and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in the applicable Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC. (b) Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Collateral Pool (unless in connection with a Series Collateral Release)Pool, the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, an Issuer the Issuers under this Indenture with the same effect as if such Successor Person had been named as an Issuer herein. In the event of any such conveyance or transfer of the Collateral Pool permitted by this Section 9.08, the Person named as an “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article IX and that has thereafter effected such a conveyance or transfer, may be dissolved, wound up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenture.

Issuers May Consolidate, Etc., Only on Certain Terms. (a) For so long as the Notes of any Series are outstanding, no Issuer may consolidate or merge with or into any other Person or convey or transfer all or substantially all of the applicable Collateral Pool to any Person (other than as provided in the Transaction Documents) without the consent of the Requisite Global Majority, unless: (i) the Person (if other than any such Issuer) formed by or surviving such consolidation or merger or that acquires by conveyance or transfer the Collateral Pool (the “Successor Person”) shall be a Person organized and existing under the laws of the United States of America or of any State thereof, shall have expressly assumed by written instrument, and executed and delivered such written instrument to the Indenture Trustee, the obligation (to the same extent as such Issuer was so obligated) to make payments of principal, interest and other amounts, as applicable, on all of the applicable Notes and the obligation to perform every covenant of this Indenture on the part of such Issuer to be performed or observed, all as provided herein; (ii) at the time of, and immediately after giving effect to, such transaction, no Event of Default shall have occurred and be continuing or Early Amortization Period shall have occurred and be continuing; (iii) the Indenture Trustee shall have received written confirmation that the Rating Condition is satisfied; (iv) any such Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that, such consolidation, merger, conveyance or transfer complies with and satisfies all conditions precedent set forth in this Article IX; (v) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate stating that (1) the Successor Person has good and marketable title to the applicable Collateral included in the Collateral Pool, free and clear of any lien, security interest or charge other than the lien and security interest of the related Mortgages and this Indenture and any other lien permitted hereby, and (2) immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in such Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC and a valid, first priority lien (subject to Permitted Encumbrances) in the related Mortgage Loans, Properties and Leases; and (vi) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, partnership or trust: such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplement hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of any indenture supplement and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in the applicable Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC. (b) Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Collateral Pool (unless in connection with a Series Collateral Release)Pool, the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, an Issuer under this Indenture with the same effect as if such Successor Person had been named as an Issuer herein. In the event of any such conveyance or transfer of the Collateral Pool permitted by this Section 9.08, the Person named as an “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article IX and that has thereafter effected such a conveyance or transfer, may be dissolved, wound up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenture.

Issuers May Consolidate, Etc., Only on Certain Terms. (a) For so long as the Notes of any Series are outstanding, no Issuer the Issuers may not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the applicable Collateral Pool to any Person (other than as provided in the Transaction Documents) without the consent of the Requisite Global Majority, unless: (i) the Person formed by or surviving such consolidation or merger (the “Successor Person”) (if other than any such Issuer) formed by or surviving such consolidation or merger or that acquires by conveyance or transfer the Collateral Pool (the “Successor Person”) shall be a Person is organized and existing under the laws of the United States of America or of any State thereof, shall have expressly thereof and has assumed by written instrument, and executed and delivered such written instrument to the Indenture Trustee, the obligation (to the same extent as all obligations of such Issuer was so obligated) to make payments of principal, interest and other amounts, as applicable, on all of the applicable Notes and the obligation to perform every covenant of this Indenture on the part all other obligations of such Issuer to be performed or observed, all as provided hereinunder this Indenture; (ii) at the time ofimmediately prior to, and immediately after giving effect to, to such transactionmerger or consolidation, no Event of Default shall have occurred and be continuing or Early Amortization Period shall will have occurred and be continuing; (iii) the Indenture Trustee shall have has received written confirmation that the Rating Condition is has been satisfied; (iv) any such Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that, such consolidation, merger, conveyance or transfer complies with and satisfies all conditions precedent relating to the transactions set forth in this Article IXSection 9.10; (v) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate stating that (1) the Successor Person has good and marketable title to the applicable Collateral included in the Collateral Pool, free and clear of any lien, security interest or charge other than the lien and security interest of the related Mortgages and this Indenture and any other lien permitted hereby, and (2) immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in such Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC and a valid, first priority lien (subject to Permitted EncumbrancesExceptions) in the related Mortgage Loans, Mortgaged Properties and Leases; and (vi) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, partnership or trust: ; such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplement hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of any indenture supplement and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in the applicable Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC. (b) Upon any such consolidation or merger, or any conveyance or transfer of all or substantially all of the Collateral Pool (unless in connection with a Series Collateral Release)Pool, the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, an the applicable Issuer under this Indenture with the same effect as if such Successor Person had been named as an Issuer herein. In the event of any such conveyance or transfer of the Collateral Pool permitted by this Section 9.089.10, the Person named as an “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article IX and that has thereafter effected such a conveyance or transfer, may be dissolved, wound up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenture.

Issuers May Consolidate, Etc., Only on Certain Terms. (a) For so long as the Notes of any Series are outstanding, no Issuer may consolidate or merge with or into any other Person or convey or transfer all or substantially all of the applicable Collateral Pool to any Person (other than as provided in the Transaction Documents) without the consent of the Requisite Global Majority, unless: (i) the Person (if other than any such Issuer) formed by or surviving such consolidation or merger or that acquires by conveyance or transfer the Collateral Pool (the “Successor Person”) shall be a Person organized and existing under the laws of the United States of America or of any State thereof, shall have expressly assumed by written instrument, and executed and delivered such written instrument to the Indenture Trustee, the obligation (to the same extent as such Issuer was so obligated) to make payments of principal, interest and other amounts, as applicable, on all of the applicable Notes and the obligation to perform every covenant of this Indenture on the part of such Issuer to be performed or observed, all as provided herein; (ii) at the time of, and immediately after giving effect to, such transaction, no Event of Default shall have occurred and be continuing or Early Amortization Period shall have occurred and be continuing; (iii) the Indenture Trustee shall have received written confirmation that the Rating Condition is satisfied; (iv) any such Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that, such consolidation, merger, conveyance or transfer complies with and satisfies all conditions precedent set forth in this Article IX; (v) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate stating that (1) the Successor Person has good and marketable title to the applicable Collateral included in the Collateral Pool, free and clear of any lien, security interest or charge other than the lien and security interest of the related Mortgages and this Indenture and any other lien permitted hereby, and (2) immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in such Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC and a valid, first priority lien (subject to Permitted Encumbrances) in the related Mortgage Loans, Properties and Leases; and (vi) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, partnership or trust: such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplement hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of any indenture supplement and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in the applicable Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC. (b) Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Collateral Pool (unless in connection with a Series Collateral Release)Pool, the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, an Issuer under this Indenture with the same effect as if such Successor Person had been named as an Issuer herein. In the event of any such conveyance or transfer of the Collateral Pool permitted by this Section 9.08, the Person named as an “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article IX and that has thereafter effected such a conveyance or transfer, may be dissolved, wound up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenture.

Issuers May Consolidate, Etc., Only on Certain Terms. (a) For so long as the Notes of any Series are outstanding, no Issuer may The Issuers shall not consolidate with or merge with or into any other Person or convey sell, convey, transfer or transfer lease all or substantially all of the applicable Collateral Pool its properties and assets to any Person, and the Issuers shall not permit any Person (other than as provided in to consolidate with or merge into the Transaction Documents) without the consent of the Requisite Global MajorityIssuers, unless: (ia) in case the Issuers shall consolidate with or merge into another Person or sell, convey, transfer or lease all or substantially all its properties and assets to any Person, the Person (if other than any such Issuer) formed by or surviving such consolidation or merger into which the Issuers are merged or that the Person which acquires by sale, conveyance or transfer transfer, or which leases, all or substantially all the Collateral Pool (properties and assets of the “Successor Person”) Issuers shall be a Person corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the Netherlands or the United States States, any state thereof or the District of America or of any State thereofColumbia and shall expressly assume, shall have expressly assumed by written instrumentan indenture supplemental hereto, and executed and delivered such written instrument to the Indenture Trustee, in form reasonably satisfactory to the Trustee, the obligation (to due and punctual payment of the same extent as such Issuer was so obligated) to make payments principal of principal, and any premium and interest and other amounts, as applicable, on all of the applicable Notes Securities and the obligation to perform performance or observance of every covenant of this Indenture on the part of such Issuer the Issuers to be performed or observedobserved and, all as for each Security that by its terms provides for conversion, shall have provided hereinfor the right to convert such Security in accordance with its terms; (iib) at the time of, and immediately after giving effect to, to such transaction and treating any indebtedness which becomes an obligation of the Issuers or any Subsidiary as a result of such transaction as having been incurred by the Issuers or such Subsidiary at the time of such transaction, no Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing or Early Amortization Period shall have occurred happened and be continuing;; and (iiic) the Indenture Trustee shall have received written confirmation that the Rating Condition is satisfied; (iv) any such Issuer shall Issuers have delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that, stating that such consolidation, merger, conveyance sale, conveyance, transfer or transfer complies lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and satisfies that all conditions precedent set forth in this Article IX; (v) the Successor Person shall herein provided for relating to such transaction have delivered to the Indenture Trustee an Officer’s Certificate stating that (1) the Successor Person has good and marketable title to the applicable Collateral included in the Collateral Pool, free and clear of any lien, security interest or charge other than the lien and security interest of the related Mortgages and this Indenture and any other lien permitted hereby, and (2) immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in such Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC and a valid, first priority lien (subject to Permitted Encumbrances) in the related Properties and Leases; and (vi) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, partnership or trust: such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplement hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of any indenture supplement and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in the applicable Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCCbeen complied with. (b) Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Collateral Pool (unless in connection with a Series Collateral Release), the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, an Issuer under this Indenture with the same effect as if such Successor Person had been named as an Issuer herein. In the event of any such conveyance or transfer of the Collateral Pool permitted by this Section 9.08, the Person named as an “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article IX and that has thereafter effected such a conveyance or transfer, may be dissolved, wound up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenture.

Issuers May Consolidate, Etc., Only on Certain Terms. (a) For so long as the Notes of any Series are outstanding, no Issuer may consolidate or merge with or into any other Person or convey or transfer all or substantially all of the applicable Collateral Pool to any Person (other than as provided in the Transaction Documents) without the consent of the Requisite Global Majority, unless: (i) the Person (if other than any such Issuer) formed by or surviving such consolidation or merger or that acquires by conveyance or transfer the Collateral Pool (the “Successor Person”) shall be a Person organized and existing under the laws of the United States of America or of any State thereof, shall have expressly assumed by written instrument, and executed and delivered such written instrument to the Indenture Trustee, the obligation (to the same extent as such Issuer was so obligated) to make payments of principal, interest and other amounts, as applicable, on all of the applicable Notes and the obligation to perform every covenant of this Indenture on the part of such Issuer to be performed or observed, all as provided herein; (ii) at the time of, and immediately after giving effect to, such transaction, no Event of Default shall have occurred and be continuing or Early Amortization Period shall have occurred and be continuing; (iii) the Indenture Trustee shall have received written confirmation that the Rating Condition is satisfied; (iv) any such Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that, such consolidation, merger, conveyance or transfer complies with and satisfies all conditions precedent set forth in this Article IX; (v) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate stating that (1) the Successor Person has good and marketable title to the applicable Collateral included in the Collateral Pool, free and clear of any lien, security interest or charge other than the lien and security interest of the related Mortgages and this Indenture and any other lien permitted hereby, and (2) immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in such Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC and a valid, first priority lien (subject to Permitted Encumbrances) in the related Loans, Properties and Leases; and (vi) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, partnership or trust: such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplement hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of any indenture supplement and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in the applicable Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC. (b) Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Collateral Pool (unless in connection with a Series Collateral Release), the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, an Issuer under this Indenture with the same effect as if such Successor Person had been named as an Issuer herein. In the event of any such conveyance or transfer of the Collateral Pool permitted by this Section 9.08, the Person named as an “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article IX and that has thereafter effected such a conveyance or transfer, may be dissolved, wound up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenture.

Issuers May Consolidate, Etc., Only on Certain Terms. (a) For so long as the Notes of any Series are outstanding, no Neither Issuer may consolidate or merge with or into any other Person or wind up into (whether or not such Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or transfer otherwise dispose of all or substantially all of the applicable Collateral Pool to any Person (other than as provided its properties or assets in the Transaction Documents) without the consent of the Requisite Global Majority, one or more related transactions unless: (i1) such Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than any such Issuer) formed by or surviving to which such consolidation or merger or that acquires by sale, assignment, transfer, lease, conveyance or transfer the Collateral Pool (the “Successor Person”) shall be a Person other disposition will have been made is an entity organized and or existing under the laws of the United States States, any state thereof, the District of America Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); (2) the Successor Company, if other than such Issuer, expressly assumes all the obligations of any State thereofsuch Issuer under this Indenture, the Notes pursuant to supplemental indentures; (3) immediately after such transaction no Default or Event of Default exists; (4) each Guarantor, unless it is the other party to the transactions described above, in which case Section 8.02(2) below shall apply, shall have expressly assumed by written instrument, and executed and delivered supplemental indenture confirmed that its Guarantee shall apply to such written instrument to the Person’s obligations under this Indenture Trustee, the obligation (to the same extent as such Issuer was so obligated) to make payments of principal, interest and other amounts, as applicable, on all of the applicable Notes and the obligation to perform every covenant of this Indenture on the part of such Issuer to be performed or observed, all as provided herein;Notes; and (ii) at the time of, and immediately after giving effect to, such transaction, no Event of Default shall have occurred and be continuing or Early Amortization Period shall have occurred and be continuing; (iii5) the Indenture Trustee shall have received written confirmation that the Rating Condition is satisfied; (iv) any such Issuer Issuers shall have delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that, stating that such consolidation, merger, conveyance merger or transfer complies with and satisfies all conditions precedent set forth in this Article IX; (v) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate stating that (1) the Successor Person has good and marketable title to the applicable Collateral included in the Collateral Pool, free and clear of any lien, security interest or charge other than the lien and security interest of the related Mortgages and this Indenture and any other lien permitted hereby, and (2) immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in such Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC and a valid, first priority lien (subject to Permitted Encumbrances) in the related Properties and Leases; and (vi) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, partnership or trust: such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplement hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of any indenture supplement and that such supplemental indenture is a validindentures, legal and binding obligation of the if any, comply with this Indenture. The Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in the applicable Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC. (b) Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Collateral Pool (unless in connection with a Series Collateral Release), the Successor Person Company shall succeed to, and be substituted for, and may exercise every right and power of, an for such Issuer under this Indenture with and the same effect as if such Successor Person had been named as an Issuer herein. In the event of any such conveyance or transfer of the Collateral Pool permitted by this Section 9.08, the Person named as an “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article IX and that has thereafter effected such a conveyance or transfer, may be dissolved, wound up and liquidated at any time thereafter, Notes and such Person thereafter shall Issuer (if not the Successor Company) will be fully released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this IndentureIndenture and the Notes. Notwithstanding the foregoing, (a) any Subsidiary that is not a Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Guarantor; (b) any Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor; and (c) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Guarantor or the Company in another State of the United States.

Issuers May Consolidate, Etc., Only on Certain Terms. (a) For so long as the Notes of any Series are outstanding, no Neither Issuer may shall consolidate with or merge with or into any other Person or convey sell, convey, transfer or transfer lease all or substantially all of the applicable Collateral Pool its properties and assets to any Person, and neither Issuer shall permit any Person (other than as provided in the Transaction Documents) without the consent of the Requisite Global Majorityto consolidate with or merge into such Issuer, unless: (i1) (x) in case such Issuer shall consolidate with or merge into another Person or sell, convey, transfer or lease all or substantially all its properties and assets to any Person, the Person (if other than any such Issuer) formed by or surviving such consolidation or merger into which such Issuer is merged or that the Person which acquires by sale, conveyance or transfer transfer, or which leases, all or substantially all the Collateral Pool (the “Successor Person”) properties and assets of such Issuer shall be a Person corporation, partnership or trust organized and validly existing under the laws of the United States States, any state thereof or the District of America or of any State thereofColumbia and shall expressly assume, shall have expressly assumed by written instrumentan indenture supplemental hereto, and executed and delivered such written instrument to the Indenture Trustee, in form reasonably satisfactory to the Trustee, the obligation (to due and punctual payment of the same extent as such Issuer was so obligated) to make payments principal of principal, and any premium and interest and other amounts, as applicable, on all of the applicable Notes Securities and the obligation to perform performance or observance of every covenant of this Indenture on the part of such Issuer to be performed or observedobserved and, all for each Security that by its terms provides for conversion, shall have provided for the right to convert such Security in accordance with its terms and (y) in addition, if the Co-Issuer was co-issuer as provided herein; (ii) at the time ofto 40 any series of Outstanding Securities upon original issuance thereof, and immediately after giving effect toto such transaction, an Issuer with respect to such series of Securities shall be a corporation; (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of such Issuer or any Subsidiary as a result of such transaction as having been incurred by such Issuer or such Subsidiary at the time of such transaction, no Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing or Early Amortization Period shall have occurred happened and be continuing;; and (iii3) the Indenture Trustee shall have received written confirmation that the Rating Condition is satisfied; (iv) any such Issuer shall have has delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that, stating that such consolidation, merger, conveyance sale, conveyance, transfer or transfer complies lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and satisfies that all conditions precedent set forth in this Article IX; (v) the Successor Person shall herein provided for relating to such transaction have delivered to the Indenture Trustee an Officer’s Certificate stating that (1) the Successor Person has good and marketable title to the applicable Collateral included in the Collateral Pool, free and clear of any lien, security interest or charge other than the lien and security interest of the related Mortgages and this Indenture and any other lien permitted hereby, and (2) immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in such Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC and a valid, first priority lien (subject to Permitted Encumbrances) in the related Properties and Leases; and (vi) the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, partnership or trust: such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplement hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of any indenture supplement and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in the applicable Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCCbeen complied with. (b) Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Collateral Pool (unless in connection with a Series Collateral Release), the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, an Issuer under this Indenture with the same effect as if such Successor Person had been named as an Issuer herein. In the event of any such conveyance or transfer of the Collateral Pool permitted by this Section 9.08, the Person named as an “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article IX and that has thereafter effected such a conveyance or transfer, may be dissolved, wound up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenture.