Common use of Merger, Consolidation or Sale of Assets of the Issuer Clause in Contracts

Merger, Consolidation or Sale of Assets of the Issuer. (a) The Issuer will not, in a single transaction or through a series of transactions, merge, consolidate, amalgamate or otherwise combine with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of, or take any action pursuant to any resolution passed by the Issuer’s Board of Directors or shareholders with respect to a demerger or division pursuant to which the Issuer would dispose of, all or substantially all of the Issuer’s properties and assets to any other Person or Persons, and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Issuer and its Restricted Subsidiaries on a consolidated basis to any other Person or Persons. The previous sentence will not apply if at the time and immediately after giving effect to any such transaction or series of transactions: (1) either: (i) the Issuer will be the continuing corporation or (ii) the Person (if other than the Issuer) formed by or surviving any such merger, consolidation, amalgamation or other combination or to which such sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (A) will be a corporation duly incorporated and validly existing under the laws of any member state of the Pre-Expansion European Union as of the Issue Date, the United States of America, any state thereof, the District of Columbia, the British Virgin Islands or the Cayman Islands; and (B) will expressly assume, by a supplemental indenture in form satisfactory to the Trustee, the Issuer’s obligations under the Notes, this Indenture, the Intercreditor Agreement and the Security Documents, and the Notes, this Indenture, the Intercreditor Agreement and the Security Documents will remain in full force and effect as so supplemented; (2) immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Issuer or any Restricted Subsidiary Incurred in connection with or as a result of such transaction or series of transactions as having been Incurred by the Issuer or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default will have occurred and be continuing; (3) immediately after giving effect to such transaction or series of transactions on a pro forma basis (on the assumption that the transaction or series of transactions occurred on the first day of the four-quarter fiscal period immediately prior to the consummation of such transaction or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation), the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) could Incur at least US$1.00 of additional Debt pursuant to Section 4.09(a) hereof; (4) any Guarantor, unless it is the other party to the transactions described above, has, by way of execution of a supplemental indenture, confirmed that its Guarantee will apply to such Person’s obligations under this Indenture and the Notes; (5) if any of the Issuer’s or any Restricted Subsidiary’s property or assets will thereupon become subject to any Lien, the provisions Section 4.12 hereof are complied with; and (6) the Issuer or the Surviving Entity has delivered to the Trustee, in form satisfactory to the Trustee, an Officers’ Certificate (attaching the computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, each stating that such merger, consolidation, amalgamation or other combination or sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) The Surviving Entity will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, the Security Documents and the Intercreditor Agreement, but, in the case of a lease of all or substantially all of the Issuer’s assets, the Issuer will not be released from the obligation to pay the principal of, premium, if any, and interest, on the Notes. (c) Nothing in this Indenture will prevent: (1) any Restricted Subsidiary that is not a Guarantor from consolidating with, merging into or transferring all or substantially all of its properties and assets to the Issuer, a Guarantor or any other Restricted Subsidiary that is not a Guarantor or (2) any Guarantor from merging into or transferring all or part of its properties and assets to the Issuer or another Guarantor. In addition, the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction in compliance with Section 5.01(a)(1)(A) hereof or changing the legal form of the Issuer. (d) The Issuer will publish a notice of any merger, consolidation, amalgamation or other combination or sale of assets described above in accordance with the provisions of this Indenture if and as long as the Notes are listed and quoted on the Official List of the SGX-ST and to the extent that the rules of the SGX-ST so require, notify such exchange of any such merger, consolidation, amalgamation or other combination or sale.

Merger, Consolidation or Sale of Assets of the Issuer. (a) The Issuer will may not, in a single transaction directly or through a series of transactionsindirectly, merge, consolidate, amalgamate (x) consolidate or otherwise combine merge with or into any other or wind up into another Person (whether or not the Issuer is the surviving corporation); or (y) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of, or take any action pursuant to any resolution passed by the Issuer’s Board of Directors or shareholders with respect to a demerger or division pursuant to which the Issuer would dispose of, all or substantially all of the Issuer’s properties and assets to any other Person or Persons, and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the its properties and assets of the Issuer and its Restricted Subsidiaries on a consolidated basis or assets, in one or more related transactions, to any other Person or Persons. The previous sentence will not apply if at the time and immediately after giving effect to any such transaction or series of transactionsanother Person, unless: (1i) either: : (iA) the Issuer will be is the continuing corporation or surviving corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) formed by or surviving any such merger, consolidation, amalgamation or other combination or to which such sale, assignment, conveyance, transfer, lease lease, conveyance or other disposition of all or substantially all of the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (A) will be is a corporation duly incorporated and validly organized or existing under the laws of the United States, any member state of the Pre-Expansion European Union as of the Issue Date, the United States of America, any state thereofStates, the District of ColumbiaColumbia or any territory thereof (the Issuer or such Person, as the British Virgin Islands or case may be, hereinafter referred to as the Cayman Islands; and“Successor Company”); (Bii) will expressly assume, by a supplemental indenture in form satisfactory to the Trustee, Successor Company (if other than the Issuer’s ) expressly assumes all the obligations of the Issuer under the Notes, this Indenture, the Intercreditor Agreement Security Documents and the Security Documents, and the Notes, this Indenture, the Intercreditor Agreement and the pursuant to supplemental indentures and joinders to Security Documents will remain and the Intercreditor Agreement in full force the forms attached thereto and effect shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as so supplementedmay be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (2iii) immediately after giving effect to such transaction no Default or series Event of Default exists; (iv) after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Successor Company (if other than the Issuer) would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted Cash EBITDA Ratio test set forth in Section 4.03(a) determined on a pro forma basis (and treating any obligation including pro forma application of the Issuer or any Restricted Subsidiary Incurred in connection with or net proceeds therefrom), as a result if such transaction had occurred at the beginning of such transaction four-quarter period, or series of transactions as having been Incurred by (B) the Debt to Adjusted Cash EBITDA Ratio for the Successor Company would be equal to or less than such ratio for the Issuer or such Restricted Subsidiary at the time of immediately prior to such transaction), no Default or Event of Default will have occurred and be continuing; (3v) immediately after giving effect to such transaction or series of transactions on a pro forma basis (on the assumption that the transaction or series of transactions occurred on the first day of the four-quarter fiscal period immediately prior to the consummation of such transaction or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation), the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) could Incur at least US$1.00 of additional Debt pursuant to Section 4.09(a) hereof; (4) any each Subsidiary Guarantor, unless it is the other party to the transactions described abovein this Section 5.01, hasin which case clause (ii) shall apply, by way of execution of a supplemental indenture, shall have confirmed in writing that its Guarantee will shall apply to such Person’s obligations under this Indenture and the Notes; (5) if any of the Issuer’s or any Restricted Subsidiary’s property or assets will thereupon become subject to any Lien, the provisions Section 4.12 hereof are complied with; and (6) the Issuer or the Surviving Entity has delivered to the Trustee, in form satisfactory to the Trustee, an Officers’ Certificate (attaching the computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, each stating that such merger, consolidation, amalgamation or other combination or sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) The Surviving Entity will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, the Security Documents and the Intercreditor Agreement; and (vi) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) each stating that such transaction complies with the terms of this Indenture. The Successor Company shall succeed to, butand be substituted for, the Issuer under this Indenture, the Notes, the Security Documents and the Intercreditor Agreement, but in the case of a lease of all or substantially all of the Issuer’s assets, the Issuer will not be released from the obligation obligations to pay the principal ofprincipal, premium, premium (if any), and interest, interest on the Notes. . Notwithstanding the foregoing clauses (ciii) Nothing in and (iv) of this Indenture will prevent: Section 5.01, (1a) any Restricted Subsidiary that is not a Guarantor from consolidating may consolidate with, merging merge into or transferring all transfer or substantially all of its properties and assets to the Issuer, a Guarantor or any other Restricted Subsidiary that is not a Guarantor or (2) any Guarantor from merging into or transferring lease all or part of its properties and assets to the Issuer or to another Guarantor. In addition, Restricted Subsidiary and (b) the Issuer may consolidate or otherwise combine merge with or merge into an Affiliate incorporated or organized solely for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction in compliance with Section 5.01(a)(1)(A) hereof or changing the legal form state of the Issuer. (d) The Issuer will publish a notice of any mergerUnited States, consolidation, amalgamation or other combination or sale of assets described above in accordance with the provisions of this Indenture if and as so long as the Notes are listed and quoted on the Official List amount of Indebtedness of the SGX-ST Issuer and to the extent that the rules of the SGX-ST so require, notify such exchange of any such merger, consolidation, amalgamation or other combination or saleits Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets of the Issuer. (a) The Issuer will may not, in a single transaction directly or through a series of transactionsindirectly, merge, consolidate, amalgamate (x) consolidate or otherwise combine merge with or into any other or wind up into another Person (whether or not the Issuer is the surviving corporation); or (y) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of, or take any action pursuant to any resolution passed by the Issuer’s Board of Directors or shareholders with respect to a demerger or division pursuant to which the Issuer would dispose of, all or substantially all of the Issuer’s properties and assets to any other Person or Persons, and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the its properties and assets of the Issuer and its Restricted Subsidiaries on a consolidated basis or assets, in one or more related transactions, to any other Person or Persons. The previous sentence will not apply if at the time and immediately after giving effect to any such transaction or series of transactionsanother Person, unless: (1i) either: : (iA) the Issuer will be is the continuing corporation or surviving corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) formed by or surviving any such merger, consolidation, amalgamation or other combination or to which such sale, assignment, conveyance, transfer, lease lease, conveyance or other disposition of all or substantially all of the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (A) will be is a corporation duly incorporated and validly organized or existing under the laws of the United States, any member state of the Pre-Expansion European Union as of the Issue Date, the United States of America, any state thereofStates, the District of ColumbiaColumbia or any territory thereof (the Issuer or such Person, as the British Virgin Islands or case may be, hereinafter referred to as the Cayman Islands; and“Successor Company”); (Bii) will expressly assume, by a supplemental indenture in form satisfactory to the Trustee, Successor Company (if other than the Issuer’s ) expressly assumes all the obligations of the Issuer under the Notes, this Indenture, the Intercreditor Agreement Security Documents and the Security DocumentsRegistration Rights Agreement pursuant to supplemental indentures or other agreements or instruments in form reasonably satisfactory to the Trustee and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the NotesLien on the Collateral owned by or transferred to the Successor Company, this Indenture, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the Intercreditor Agreement and filing of a financing statement under the Security Documents will remain in full force and effect as so supplementedUniform Commercial Code of the relevant states; (2iii) immediately after giving effect to such transaction no Default or series Event of Default exists; (iv) after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Successor Company (if other than the Issuer) would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted Cash EBITDA Ratio test set forth in Section 4.03(a) determined on a pro forma basis (and treating any obligation including pro forma application of the Issuer or any Restricted Subsidiary Incurred in connection with or net proceeds therefrom), as a result if such transaction had occurred at the beginning of such transaction four-quarter period, or series of transactions as having been Incurred by (B) the Debt to Adjusted Cash EBITDA Ratio for the Successor Company would be equal to or less than such ratio for the Issuer or such Restricted Subsidiary at the time of immediately prior to such transaction), no Default or Event of Default will have occurred and be continuing; (3v) immediately after giving effect to such transaction or series of transactions on a pro forma basis (on the assumption that the transaction or series of transactions occurred on the first day of the four-quarter fiscal period immediately prior to the consummation of such transaction or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation), the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) could Incur at least US$1.00 of additional Debt pursuant to Section 4.09(a) hereof; (4) any each Subsidiary Guarantor, unless it is the other party to the transactions described abovein this Section 5.01, hasin which case clause (ii) shall apply, by way of execution of a supplemental indenture, shall have confirmed in writing that its Guarantee will shall apply to such Person’s obligations under the Notes, this Indenture Indenture, the Security Documents and the Notes; (5) if any of the Issuer’s or any Restricted Subsidiary’s property or assets will thereupon become subject to any Lien, the provisions Section 4.12 hereof are complied withRegistration Rights Agreement; and (6vi) the Issuer or the Surviving Entity has shall have delivered to the Trustee, in form satisfactory to the Trustee, Trustee an Officers’ Certificate (attaching the computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, Counsel (subject to customary assumptions and exceptions) each stating that such merger, consolidation, amalgamation or other combination or sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply transaction complies with the requirements terms of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) Indenture. The Surviving Entity will Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, the Notes, the Security Documents and the Intercreditor Registration Rights Agreement, but, but in the case of a lease of all or substantially all of the Issuer’s assets, the Issuer will not be released from the obligation obligations to pay the principal ofprincipal, premium, premium (if any), interest and interest, Additional Interest on the Notes. . Notwithstanding the foregoing clauses (ciii) Nothing in and (iv) of this Indenture will prevent: Section 5.01, (1a) any Restricted Subsidiary that is not a Guarantor from consolidating may consolidate with, merging merge into or transferring all transfer or substantially all of its properties and assets to the Issuer, a Guarantor or any other Restricted Subsidiary that is not a Guarantor or (2) any Guarantor from merging into or transferring lease all or part of its properties and assets to the Issuer or to another Guarantor. In addition, Restricted Subsidiary and (b) the Issuer may consolidate or otherwise combine merge with or merge into an Affiliate incorporated or organized solely for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction in compliance with Section 5.01(a)(1)(A) hereof or changing the legal form state of the Issuer. (d) The Issuer will publish a notice of any mergerXxxxxx Xxxxxx, consolidation, amalgamation or other combination or sale of assets described above in accordance with the provisions of this Indenture if and as so long as the Notes are listed and quoted on the Official List amount of Indebtedness of the SGX-ST Issuer and to the extent that the rules of the SGX-ST so require, notify such exchange of any such merger, consolidation, amalgamation or other combination or saleits Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets of the Issuer. (a) The Issuer will not, in a single transaction not directly or through a series of transactions, merge, consolidate, amalgamate indirectly: (1) consolidate or otherwise combine merge with or into any other another Person (whether or not the Issuer is the surviving corporation), or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of, or take any action pursuant to any resolution passed by the Issuer’s Board of Directors or shareholders with respect to a demerger or division pursuant to which the Issuer would dispose of, all or substantially all of the Issuer’s properties and assets to any other Person or Persons, and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and or assets of the Issuer and its Restricted Subsidiaries on taken as a consolidated basis whole, in either case, in one or more related transactions, to any other Person or Persons. The previous sentence will not apply if at the time and immediately after giving effect to any such transaction or series of transactionsanother Person, unless: (1) either: either (ia) the Issuer will be is the continuing corporation surviving corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) formed by or surviving any such merger, consolidation, amalgamation or other combination or to which such sale, assignment, transfer, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (for the purposes of this Section 5.01, or as otherwise applicable, the “Surviving Entity”): (A) will be a corporation duly incorporated and validly is an entity organized or existing under the laws of any member state of the Pre-Expansion European Union as Union, Switzerland, Canada, any state of the Issue Date, the United States of America, any state thereof, or the District of Columbia, ; (2) the British Virgin Islands Person formed by or surviving any such consolidation or merger with the Issuer (if other than the Issuer) or the Cayman Islands; and Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes (Ba) will expressly assumeby supplemental indenture, by a supplemental indenture in form satisfactory executed and delivered to the Trustee, all the Issuer’s obligations of the Issuer under the NotesNotes and this Indenture and (b) by customary agreements, this Indentureall the obligations of the Issuer under the Collateral Trust Deed, the North American Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, and the Notes, this Indenture, the Intercreditor Agreement and the Security Documents will remain in full force and effect as so supplementedapplicable; (23) immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Issuer or any Restricted Subsidiary Incurred in connection with or as a result of such transaction or series of transactions as having been Incurred by the Issuer or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default will have occurred and be continuingexists; (34) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) have a Fixed Charge Coverage Ratio not less than and a Consolidated Senior Secured Leverage Ratio not more than it was immediately after prior to giving effect to such transaction or series of transactions on a pro forma basis transaction; and (on 5) at the assumption that the transaction or series of transactions occurred on the first day time of the four-quarter fiscal period immediately prior to the consummation of such transaction or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation)transaction, the Issuer (or the Surviving Entity if Entity, as applicable, will have delivered to the Trustee, an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger, sale, assignment, transfer, conveyance, lease or other disposition and the supplemental indenture in respect thereof complies with this Indenture and that the Notes, the supplemental indenture and this Indenture constitute legal, valid and binding obligations of the Issuer or the Surviving Entity, enforceable in accordance with their terms; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (3) and (4) above. In the event of any transaction (other than a lease) that is subject to, and that complies with, the provisions of, this Section 5.01(a), in which the Issuer is not the continuing obligor under this Indenture) could Incur at least US$1.00 of additional Debt pursuant to Section 4.09(a) hereof; (4) any Guarantor, unless it is the other party to the transactions described above, has, by way of execution of a supplemental indenture, confirmed that its Guarantee will apply to such Person’s obligations under this Indenture and the Notes; (5) if any of the Issuer’s or any Restricted Subsidiary’s property or assets will thereupon become subject to any Liencorporation, the provisions Section 4.12 hereof are complied with; and (6) the Issuer successor Person formed or the Surviving Entity has delivered remaining or to the Trustee, in form satisfactory to the Trustee, an Officers’ Certificate (attaching the computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, each stating that which such merger, consolidation, amalgamation or other combination or sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental indenture transfer is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) The Surviving Entity will made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, the Security Documents and the Intercreditor Agreement, but, in the case of a lease of all or substantially all of the Issuer’s assets, the Issuer will not be released from the obligation to pay the principal of, premium, if any, and interest, on the Notes. (c) Nothing in this Indenture will prevent: (1) any Restricted Subsidiary that is not a Guarantor from consolidating with, merging into or transferring all or substantially all of its properties and assets to the Issuer, a Guarantor or any other Restricted Subsidiary that is not a Guarantor or (2) any Guarantor from merging into or transferring all or part of its properties and assets to the Issuer or another Guarantor. In addition, the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating and the Issuer in another jurisdiction in compliance with Section 5.01(a)(1)(A) hereof or changing the legal form of the Issuer. (d) The Issuer will publish a notice of any merger, consolidation, amalgamation or other combination or sale of assets described above in accordance with the provisions of be discharged from all obligations and covenants under this Indenture if and as long as the Notes are listed and quoted on the Official List of the SGX-ST and to the extent that the rules of the SGX-ST so require, notify such exchange of any such merger, consolidation, amalgamation or other combination or saleNotes.

Merger, Consolidation or Sale of Assets of the Issuer. (a) The Issuer will may not, in a single transaction directly or through a series of transactionsindirectly, merge, consolidate, amalgamate (x) consolidate or otherwise combine merge with or into any other or wind up into another Person (whether or not the Issuer is the surviving corporation); or (y) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of, or take any action pursuant to any resolution passed by the Issuer’s Board of Directors or shareholders with respect to a demerger or division pursuant to which the Issuer would dispose of, all or substantially all of the Issuer’s properties and assets to any other Person or Persons, and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the its properties and assets of the Issuer and its Restricted Subsidiaries on a consolidated basis or assets, in one or more related transactions, to any other Person or Persons. The previous sentence will not apply if at the time and immediately after giving effect to any such transaction or series of transactionsanother Person, unless: (1i) either: : (iA) the Issuer will be is the continuing corporation or surviving corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) formed by or surviving any such merger, consolidation, amalgamation or other combination or to which such sale, assignment, conveyance, transfer, lease lease, conveyance or other disposition of all or substantially all of the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (A) will be is a corporation duly incorporated and validly organized or existing under the laws of the United States, any member state of the Pre-Expansion European Union as of the Issue Date, the United States of America, any state thereofStates, the District of ColumbiaColumbia or any territory thereof (the Issuer or such Person, as the British Virgin Islands or case may be, hereinafter referred to as the Cayman Islands; and“Successor Company”); (Bii) will expressly assume, by a supplemental indenture in form satisfactory to the Trustee, Successor Company (if other than the Issuer’s ) expressly assumes all the obligations of the Issuer under the Notes, this Indenture, the Intercreditor Agreement Indenture and the Security Documents, and Registration Rights Agreement pursuant to supplemental indentures or other agreements or instruments in form reasonably satisfactory to the Notes, this Indenture, the Intercreditor Agreement and the Security Documents will remain in full force and effect as so supplementedTrustee; (2iii) immediately after giving effect to such transaction no Default or series Event of Default exists; (iv) after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Successor Company (if other than the Issuer) would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted Cash EBITDA Ratio test set forth in Section 4.03(a) determined on a pro forma basis (and treating any obligation including pro forma application of the Issuer or any Restricted Subsidiary Incurred in connection with or net proceeds therefrom), as a result if such transaction had occurred at the beginning of such transaction four-quarter period, or series of transactions as having been Incurred by (B) the Debt to Adjusted Cash EBITDA Ratio for the Successor Company would be equal to or less than such ratio for the Issuer or such Restricted Subsidiary at the time of immediately prior to such transaction), no Default or Event of Default will have occurred and be continuing; (3v) immediately after giving effect to such transaction or series of transactions on a pro forma basis (on the assumption that the transaction or series of transactions occurred on the first day of the four-quarter fiscal period immediately prior to the consummation of such transaction or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation), the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) could Incur at least US$1.00 of additional Debt pursuant to Section 4.09(a) hereof; (4) any each Subsidiary Guarantor, unless it is the other party to the transactions described abovein this Section 5.01, hasin which case clause (ii) shall apply, by way of execution of a supplemental indenture, shall have confirmed in writing that its Guarantee will shall apply to such Person’s obligations under the Notes, this Indenture and the Notes; (5) if any of the Issuer’s or any Restricted Subsidiary’s property or assets will thereupon become subject to any Lien, the provisions Section 4.12 hereof are complied withRegistration Rights Agreement; and (6vi) the Issuer or the Surviving Entity has shall have delivered to the Trustee, in form satisfactory to the Trustee, Trustee an Officers’ Certificate (attaching the computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, Counsel (subject to customary assumptions and exceptions) each stating that such merger, consolidation, amalgamation or other combination or sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply transaction complies with the requirements terms of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) Indenture. The Surviving Entity will Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, the Security Documents Notes and the Intercreditor Registration Rights Agreement, but, but in the case of a lease of all or substantially all of the Issuer’s assets, the Issuer will not be released from the obligation obligations to pay the principal ofprincipal, premium, premium (if any), interest and interest, Additional Interest on the Notes. . Notwithstanding the foregoing clauses (ciii) Nothing in and (iv) of this Indenture will prevent: Section 5.01, (1a) any Restricted Subsidiary that is not a Guarantor from consolidating may consolidate with, merging merge into or transferring all transfer or substantially all of its properties and assets to the Issuer, a Guarantor or any other Restricted Subsidiary that is not a Guarantor or (2) any Guarantor from merging into or transferring lease all or part of its properties and assets to the Issuer or to another Guarantor. In addition, Restricted Subsidiary and (b) the Issuer may consolidate or otherwise combine merge with or merge into an Affiliate incorporated or organized solely for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction in compliance with Section 5.01(a)(1)(A) hereof or changing the legal form state of the Issuer. (d) The Issuer will publish a notice of any mergerUnited States, consolidation, amalgamation or other combination or sale of assets described above in accordance with the provisions of this Indenture if and as so long as the Notes are listed and quoted on the Official List amount of Indebtedness of the SGX-ST Issuer and to the extent that the rules of the SGX-ST so require, notify such exchange of any such merger, consolidation, amalgamation or other combination or saleits Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets of the Issuer. (a) The Issuer will not, in a single transaction not directly or through a series of transactions, merge, consolidate, amalgamate indirectly: (1) consolidate or otherwise combine merge with or into any other another Person (whether or not the Issuer is the surviving corporation), or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of, or take any action pursuant to any resolution passed by the Issuer’s Board of Directors or shareholders with respect to a demerger or division pursuant to which the Issuer would dispose of, all or substantially all of the Issuer’s properties and assets to any other Person or Persons, and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and or assets of the Issuer and its Restricted Subsidiaries on taken as a consolidated basis whole, in either case, in one or more related transactions, to any other Person or Persons. The previous sentence will not apply if at the time and immediately after giving effect to any such transaction or series of transactionsanother Person, unless: (1) either: : (iA) the Issuer will be is the continuing corporation or surviving corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) formed by or surviving any such merger, consolidation, amalgamation or other combination or to which such sale, assignment, transfer, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (for the purposes of this Section 5.01, or as otherwise applicable, the “Surviving Entity”): (A) will be a corporation duly incorporated and validly is an entity organized or existing under the laws of any member state of the Pre-Expansion European Union as Union, Switzerland, Canada, any state of the Issue Date, the United States of America, any state thereof, or the District of Columbia, ; (2) the British Virgin Islands Person formed by or surviving any such consolidation or merger with the Issuer (if other than the Issuer) or the Cayman Islands; and Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes (Ba) will expressly assumeby supplemental indenture, by a supplemental indenture executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all the Issuer’s obligations of the Issuer under the NotesNotes and this Indenture and (b) all the obligations of the Issuer under the Intercreditor Agreement, this Indenture, the any Additional Intercreditor Agreement and the Security Documents, and the Notes, this Indenture, the Intercreditor Agreement and the Security Documents will remain in full force and effect as so supplementedapplicable; (23) immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Issuer or any Restricted Subsidiary Incurred in connection with or as a result of such transaction or series of transactions as having been Incurred by the Issuer or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default will have occurred and be continuing; (3) immediately after giving effect to such transaction or series of transactions on a pro forma basis (on the assumption that the transaction or series of transactions occurred on the first day of the four-quarter fiscal period immediately prior to the consummation of such transaction or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation), the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) could Incur at least US$1.00 of additional Debt pursuant to Section 4.09(a) hereofexists; (4) the Issuer or the Person formed by or surviving any Guarantorsuch consolidation or merger (if other than the Issuer), unless it is or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the other party date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (i) be permitted to incur at least €1.00 of additional Indebtedness pursuant to the transactions described above, has, by way of execution of Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (ii) have a supplemental indenture, confirmed that its Guarantee will apply Fixed Charge Coverage Ratio not less than and a Consolidated Senior Secured Leverage Ratio not more than it was immediately prior to giving effect to such Person’s obligations under this Indenture and the Notes;transaction; and (5) if any at the time of the Issuer’s or any Restricted Subsidiary’s property or assets will thereupon become subject to any Lientransaction, the provisions Section 4.12 hereof are complied with; and (6) the Issuer or the Surviving Entity has Entity, as applicable, will have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Officer’s Certificate (attaching and Opinion of Counsel, in each case, stating that such consolidation, merger, sale, assignment, transfer, conveyance, lease or other disposition and the computations to demonstrate compliance supplemental indenture in respect thereof complies with clause (3) above) the Indenture and that the Notes, the supplemental indenture and the Indenture constitute legal, valid and binding obligations of the Issuer or the Surviving Entity, enforceable in accordance with their terms; provided that in giving an Opinion of Counsel, each stating that such mergercounsel may rely on an Officer’s Certificate as to any matters of fact, consolidation, amalgamation or other combination or sale, assignment, conveyance, transfer, lease or other disposition, including as to satisfaction of clauses (3) and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied(4) above. (b) The Surviving Entity will In the event of any transaction (other than a lease) that is subject to, and that complies with, the provisions of, Section 5.01(a) hereof, in which the Issuer is not the continuing corporation, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, the Security Documents and the Intercreditor Agreement, but, in the case of a lease of all or substantially all of the Issuer’s assets, the Issuer will not be released from the obligation to pay the principal of, premium, if any, and interest, on the Notes. (c) Nothing in this Indenture will prevent: (1) any Restricted Subsidiary that is not a Guarantor from consolidating with, merging into or transferring all or substantially all of its properties and assets to the Issuer, a Guarantor or any other Restricted Subsidiary that is not a Guarantor or (2) any Guarantor from merging into or transferring all or part of its properties and assets to the Issuer or another Guarantor. In addition, the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating and the Issuer in another jurisdiction in compliance with Section 5.01(a)(1)(A) hereof or changing the legal form of the Issuer. (d) The Issuer will publish a notice of any merger, consolidation, amalgamation or other combination or sale of assets described above in accordance with the provisions of shall be discharged from all obligations and covenants under this Indenture if and as long as the Notes are listed and quoted on the Official List of the SGX-ST and to the extent that the rules of the SGX-ST so require, notify such exchange of any such merger, consolidation, amalgamation or other combination or saleNotes.

Merger, Consolidation or Sale of Assets of the Issuer. (a) The Issuer will may not, in a single transaction directly or through a series of transactionsindirectly, merge, consolidate, amalgamate (x) consolidate or otherwise combine merge with or into any other or wind up into another Person (whether or not the Issuer is the surviving corporation); or (y) sell, assign, convey, transfer, lease convey or otherwise dispose of, or take any action pursuant to any resolution passed by the Issuer’s Board of Directors or shareholders with respect to a demerger or division pursuant to which the Issuer would dispose of, all or substantially all of the Issuer’s properties and assets to any other Person or Persons, and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the its properties and assets of the Issuer and its Restricted Subsidiaries on a consolidated basis or assets, in one or more related transactions, to any other Person or Persons. The previous sentence will not apply if at the time and immediately after giving effect to any such transaction or series of transactionsanother Person, unless: (1i) either: : (iA) the Issuer will be is the continuing corporation or surviving corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) formed by or surviving any such merger, consolidation, amalgamation or other combination or to which such sale, assignment, conveyance, transfer, lease conveyance or other disposition of all or substantially all of the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (A) will be is a corporation duly incorporated and validly organized or existing under the laws of the jurisdiction of organization of the Issuer or the United States, any member state of the Pre-Expansion European Union as of the Issue Date, the United States of America, any state thereofStates, the District of ColumbiaColumbia or any territory thereof (the Issuer or such Person, as the British Virgin Islands or case may be, hereinafter referred to as the Cayman Islands; and“Successor Company”); (Bii) will expressly assume, by a supplemental indenture in form satisfactory to the Trustee, Successor Company (if other than the Issuer’s ) expressly assumes all the obligations of the Issuer under the Notes, this Indenture, the Intercreditor Agreement Indenture and the Security DocumentsRegistration Rights Agreements pursuant to agreements in form reasonably satisfactory to the Trustee and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the NotesLien on the Collateral owned by or transferred to the Successor Company, this Indenture, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the Intercreditor Agreement and filing of a financing statement under the Security Documents will remain in full force and effect as so supplementedUniform Commercial Code of the relevant states; (2iii) immediately after giving effect to such transaction no Default or series Event of Default exists; (iv) after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, both (A) the Successor Company (if other than the Issuer) would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test set forth in the first paragraph of Section 4.03(a) determined on a pro forma basis (and treating any obligation including pro forma application of the Issuer or any Restricted Subsidiary Incurred in connection with or net proceeds therefrom), as a result if such transaction had occurred at the beginning of such transaction four-quarter period, and (B) the Debt to Adjusted EBITDA Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or series of transactions as having been Incurred by less than such ratio for the Issuer or such and its Restricted Subsidiary at the time of Subsidiaries immediately prior to such transaction), no Default or Event of Default will have occurred and be continuing; (3v) immediately after giving effect to such transaction or series of transactions on a pro forma basis (on the assumption that the transaction or series of transactions occurred on the first day of the four-quarter fiscal period immediately prior to the consummation of such transaction or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation), the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) could Incur at least US$1.00 of additional Debt pursuant to Section 4.09(a) hereof; (4) any each Guarantor, unless it is the other party to the transactions described abovein this Section 5.01, hasin which case clause (ii) shall apply, by way of execution of a supplemental indenture, shall have confirmed in writing that its Guarantee will shall apply to such Person’s obligations under this the Notes, the Indenture and the Notes; (5) if any of the Issuer’s or any Restricted Subsidiary’s property or assets will thereupon become subject to any Lien, the provisions Section 4.12 hereof are complied withRegistration Rights Agreement; and (6vi) the Issuer or the Surviving Entity has shall have delivered to the Trustee, in form satisfactory to the Trustee, Trustee an Officers’ Certificate stating that such consolidation, merger or transfer and such amendment or supplement (attaching the computations to demonstrate compliance if any) comply with clause (3) above) this Indenture and an Opinion of Counsel, each Counsel (subject to customary exceptions) stating that such merger, consolidation, amalgamation or other combination or sale, assignment, conveyance, transfer, lease or other disposition, (a) the conditions set forth in clauses (i) and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction (ii) above have been satisfied. met, (b) the Successor Company has taken all necessary action to assume the obligations of the Issuer under the Notes, this Indenture, the Registration Rights Agreement and the Security Documents, (c) such Notes, Indenture, Registration Rights Agreement and Security Documents are enforceable against the Successor Company in accordance with their terms and (d) the Collateral continues to be subject to the Lien in favor of the Trustee for the benefit of the holders of Notes. The Surviving Entity will Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, the Security Documents Indenture and the Intercreditor AgreementNotes. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01, but, in the case of a lease of all or substantially all of the Issuer’s assets, the Issuer will not be released from the obligation to pay the principal of, premium, if any, and interest, on the Notes. (c) Nothing in this Indenture will prevent: (1a) any Restricted Subsidiary that is not a Guarantor from consolidating may consolidate with, merging merge into or transferring all or substantially all of its properties and assets to the Issuer, a Guarantor or any other Restricted Subsidiary that is not a Guarantor or (2) any Guarantor from merging into or transferring transfer all or part of its properties and assets to the Issuer or to another Guarantor. In addition, Restricted Subsidiary and (b) the Issuer may consolidate or otherwise combine merge with or merge into an Affiliate incorporated or organized solely for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction in compliance with Section 5.01(a)(1)(A) hereof or changing the legal form state of the Issuer. (d) The Issuer will publish a notice of any mergerUnited States, consolidation, amalgamation or other combination or sale of assets described above in accordance with the provisions of this Indenture if and as so long as the Notes are listed and quoted on the Official List amount of Indebtedness of the SGX-ST Issuer and to the extent that the rules of the SGX-ST so require, notify such exchange of any such merger, consolidation, amalgamation or other combination or saleits Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets of the Issuer. (a) The Issuer will shall not, in a single transaction or through a series of related transactions, merge, consolidate, amalgamate (1) consolidate with or otherwise combine with or into merge with or into, directly or indirectly, any other Person or Persons or sell, assign, conveyassign (excluding any assignment solely as collateral for security purposes under a credit facility but not any outright assignment upon the foreclosure on any such collateral), transfer, lease or otherwise dispose of, or take any action pursuant to any resolution passed by the Issuer’s Board of Directors or shareholders with respect to a demerger or division pursuant to which the Issuer would dispose of, all or substantially all of the Issuer’s properties and assets to any other Person or Persons, and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and consolidated assets of the Issuer Issuer, and its Restricted Subsidiaries on (if any), taken as a consolidated basis whole, to any other Person or Persons. The previous sentence will not apply if at , or (2) permit any Person or Persons to consolidate with, combine with or merger into the time and immediately after giving effect to any such transaction or series of transactionsIssuer, unless: (1) either: Either, (i) the Issuer will shall be the successor or continuing corporation or Person or, (ii) the Person (if other than the Issuer) formed by or surviving any such merger, consolidation, amalgamation or other combination or to which such sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Issuer and is not the Restricted Subsidiaries on a consolidated basis has been made successor or continuing Person, the resulting, surviving or transferee Person (the “Issuer Surviving Entity”): (A) will be is a corporation duly incorporated or other legal entity organized and validly existing under the laws of any member state of the Pre-Expansion European Union as of the Issue Date, the United States of AmericaLuxembourg, any state thereof, State thereof or the District of Columbia, the British Virgin Islands or the Cayman Islands; and (B) will Columbia that expressly assume, by a supplemental indenture in form satisfactory to the Trustee, assumes all of the Issuer’s obligations under the Notes, Securities and this Indenture, Indenture pursuant to a supplement hereto executed and delivered to the Intercreditor Agreement and the Security Documents, and the Notes, this Indenture, the Intercreditor Agreement and the Security Documents will remain in full force and effect as so supplementedTrustee; (2) immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Issuer or any Restricted Subsidiary Incurred in connection with or as a result of such transaction or series of transactions as having been Incurred by the Issuer or such Restricted Subsidiary at the time of such transaction)related transactions, no Default or Event of Default will have has occurred and be is continuing;; and (3) immediately after giving effect the Issuer or the Issuer Surviving Entity shall have delivered to such transaction or series the Trustee an Officers’ Certificate and Opinion of transactions on a pro forma basis (on the assumption Counsel stating that the transaction or series of related transactions occurred on the first day of the four-quarter fiscal period immediately prior to the consummation of such transaction or series of transactions and any supplement hereto complies with the appropriate adjustments with respect to the transaction or series terms of transactions being included in such pro forma calculation), the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) could Incur at least US$1.00 of additional Debt pursuant to Section 4.09(a) hereof; (4) . If any Guarantor, unless it is the other party to the transactions described above, has, by way of execution of a supplemental indenture, confirmed that its Guarantee will apply to such Person’s obligations under this Indenture and the Notes; (5) if any of the Issuer’s consolidation or merger or any Restricted Subsidiary’s property or assets will thereupon become subject to any Lien, the provisions Section 4.12 hereof are complied with; and (6) the Issuer or the Surviving Entity has delivered to the Trustee, in form satisfactory to the Trustee, an Officers’ Certificate (attaching the computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, each stating that such merger, consolidation, amalgamation or other combination or sale, assignment, conveyance, transferlease, lease transfer or other disposition, and if a supplemental indenture is required disposition of all or substantially all of its assets occurs in connection with such transaction, such supplemental indenture, comply accordance with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) The terms hereof, the Issuer Surviving Entity will shall succeed to, and be substituted for, and may exercise every right and power of, of the Issuer under this Indenture, Indenture with the Security Documents and same effect as if such Issuer Surviving Entity had been named as the Intercreditor Agreement, but, Issuer. The Issuer shall (except in the case of a lease of lease) be discharged from all or substantially all of the Issuer’s assets, the Issuer will not be released from the obligation to pay the principal of, premium, if anyobligations and covenants under this Indenture and any Securities issued hereunder, and interest, on the Notesmay be liquidated and dissolved. (c) Nothing in this Indenture will prevent: (1) any Restricted Subsidiary that is not a Guarantor from consolidating with, merging into or transferring all or substantially all of its properties and assets to the Issuer, a Guarantor or any other Restricted Subsidiary that is not a Guarantor or (2) any Guarantor from merging into or transferring all or part of its properties and assets to the Issuer or another Guarantor. In addition, the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction in compliance with Section 5.01(a)(1)(A) hereof or changing the legal form of the Issuer. (d) The Issuer will publish a notice of any merger, consolidation, amalgamation or other combination or sale of assets described above in accordance with the provisions of this Indenture if and as long as the Notes are listed and quoted on the Official List of the SGX-ST and to the extent that the rules of the SGX-ST so require, notify such exchange of any such merger, consolidation, amalgamation or other combination or sale.

Merger, Consolidation or Sale of Assets of the Issuer. (a) The Issuer will shall not, in a single transaction or through a series of related transactions, merge, consolidate, amalgamate (1) consolidate with or otherwise combine with or into merge with or into, directly or indirectly, any other Person or Persons or sell, assign, conveyassign , transfer, lease or otherwise dispose of, or take any action pursuant to any resolution passed by the Issuer’s Board of Directors or shareholders with respect to a demerger or division pursuant to which the Issuer would dispose of, all or substantially all of the Issuer’s properties and assets to any other Person or Persons, and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and consolidated assets of the Issuer Issuer, and its Restricted Subsidiaries on (if any), taken as a consolidated basis whole, to any other Person or Persons. The previous sentence will not apply if at , or (2) permit any Person or Persons to consolidate with, combine with or merge into the time and immediately after giving effect to any such transaction or series of transactionsIssuer, unless: (1) either: Either, (i) the Issuer will shall be the successor or continuing corporation or Person or, (ii) the Person (if other than the Issuer) formed by or surviving any such merger, consolidation, amalgamation or other combination or to which such sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Issuer and is not the Restricted Subsidiaries on a consolidated basis has been made successor or continuing Person, the resulting, surviving or transferee Person (the “Issuer Surviving Entity”): (A) will be is a corporation duly incorporated or other legal entity organized and validly existing under the laws of any member state of the Pre-Expansion European Union as of the Issue DateLuxembourg, the United States of America, any state thereof, State thereof or the District of Columbia, the British Virgin Islands or the Cayman Islands; and (B) will Columbia that expressly assume, by a supplemental indenture in form satisfactory to the Trustee, assumes all of the Issuer’s obligations under the Notes, Securities and this Indenture, Indenture pursuant to a supplement hereto executed and delivered to the Intercreditor Agreement and the Security Documents, and the Notes, this Indenture, the Intercreditor Agreement and the Security Documents will remain in full force and effect as so supplementedTrustee; (2) immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Issuer or any Restricted Subsidiary Incurred in connection with or as a result of such transaction or series of transactions as having been Incurred by the Issuer or such Restricted Subsidiary at the time of such transaction)related transactions, no Default or Event of Default will have has occurred and be is continuing;; and (3) immediately after giving effect the Issuer or the Issuer Surviving Entity shall have delivered to such transaction or series the Trustee an Officers’ Certificate and Opinion of transactions on a pro forma basis (on the assumption Counsel stating that the transaction or series of related transactions occurred on the first day of the four-quarter fiscal period immediately prior to the consummation of such transaction or series of transactions and any supplement hereto complies with the appropriate adjustments with respect to the transaction or series terms of transactions being included in such pro forma calculation), the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) could Incur at least US$1.00 of additional Debt pursuant to Section 4.09(a) hereof; (4) . If any Guarantor, unless it is the other party to the transactions described above, has, by way of execution of a supplemental indenture, confirmed that its Guarantee will apply to such Person’s obligations under this Indenture and the Notes; (5) if any of the Issuer’s consolidation or merger or any Restricted Subsidiary’s property or assets will thereupon become subject to any Lien, the provisions Section 4.12 hereof are complied with; and (6) the Issuer or the Surviving Entity has delivered to the Trustee, in form satisfactory to the Trustee, an Officers’ Certificate (attaching the computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, each stating that such merger, consolidation, amalgamation or other combination or sale, assignment, conveyance, transferlease, lease transfer or other disposition, and if a supplemental indenture is required disposition of all or substantially all of its assets occurs in connection with such transaction, such supplemental indenture, comply accordance with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) The terms hereof, the Issuer Surviving Entity will shall succeed to, and be substituted for, and may exercise every right and power of, of the Issuer under this Indenture, Indenture with the Security Documents and same effect as if such Issuer Surviving Entity had been named as the Intercreditor Agreement, but, Issuer. The Issuer shall (except in the case of a lease of lease) be discharged from all or substantially all of the Issuer’s assets, the Issuer will not be released from the obligation to pay the principal of, premium, if anyobligations and covenants under this Indenture and any Securities issued hereunder, and interest, on the Notesmay be liquidated and dissolved. (c) Nothing in this Indenture will prevent: (1) any Restricted Subsidiary that is not a Guarantor from consolidating with, merging into or transferring all or substantially all of its properties and assets to the Issuer, a Guarantor or any other Restricted Subsidiary that is not a Guarantor or (2) any Guarantor from merging into or transferring all or part of its properties and assets to the Issuer or another Guarantor. In addition, the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction in compliance with Section 5.01(a)(1)(A) hereof or changing the legal form of the Issuer. (d) The Issuer will publish a notice of any merger, consolidation, amalgamation or other combination or sale of assets described above in accordance with the provisions of this Indenture if and as long as the Notes are listed and quoted on the Official List of the SGX-ST and to the extent that the rules of the SGX-ST so require, notify such exchange of any such merger, consolidation, amalgamation or other combination or sale.

Merger, Consolidation or Sale of Assets of the Issuer. (a) The Issuer will not, in a single transaction or through a series of transactions, merge, consolidate, amalgamate or otherwise combine with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of, or take any action pursuant to any resolution passed by the Issuer’s Board of Directors or shareholders with respect to a demerger or division pursuant to which the Issuer would dispose of, all or substantially all of the Issuer’s properties and assets to any other Person or Persons, and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Issuer and its Restricted Subsidiaries on a consolidated basis to any other Person or Persons. The previous sentence will not apply if at the time and immediately after giving effect to any such transaction or series of transactions: (1) either: (i) the Issuer will be the continuing corporation or (ii) the Person (if other than the Issuer) formed by or surviving any such merger, consolidation, amalgamation or other combination or to which such sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving EntitySuccessor Issuer”): (A) will be a corporation duly incorporated and validly existing under the laws of any member state of the Pre-Expansion European Union as of the Issue Date, the United States of America, any state thereof, the District of Columbia, the British Virgin Islands or the Cayman Islands; and (B) will expressly assume, by a supplemental indenture in form satisfactory to the Trustee, the Issuer’s obligations under the Notes, this Indenture, the Intercreditor Agreement and the Security Documents, and the Notes, this Indenture, the Intercreditor Agreement and the Security Documents will remain in full force and effect as so supplemented; (2) immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Issuer or any Restricted Subsidiary Incurred in connection with or as a result of such transaction or series of transactions as having been Incurred by the Issuer or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default will have occurred and be continuing;; and (3) immediately after giving effect to such transaction or series of transactions on a pro forma basis (on the assumption that the transaction or series of transactions occurred on the first day of the four-quarter fiscal period immediately prior to the consummation of such transaction or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation), the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) could Incur at least US$1.00 of additional Debt pursuant to Section 4.09(a) hereof; (4) any Guarantor, unless it is the other party to the transactions described above, has, by way of execution of a supplemental indenture, confirmed that its Guarantee will apply to such Person’s obligations under this Indenture and the Notes; (5) if any of the Issuer’s or any Restricted Subsidiary’s property or assets will thereupon become subject to any Lien, the provisions Section 4.12 hereof are complied with; and (6) the Issuer or the Surviving Entity has delivered to the Trustee, in form satisfactory to the Trustee, an Officers’ Certificate (attaching the computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, each stating that such merger, consolidation, amalgamation or other combination or sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) The Surviving Entity Successor Issuer will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, the Security Documents and the Intercreditor Agreement, but, in the case of a lease of all or substantially all of the Issuer’s assets, the Issuer will not be released from the obligation to pay the principal of, premium, if any, and interest, on the Notes. (c) Nothing in this Indenture will prevent: (1) any Restricted Subsidiary that is not a Guarantor prevent the Issuer from consolidating with, merging into or transferring all or substantially all of its properties and assets to the Issuer, a Guarantor or any other Restricted Subsidiary that is not a Guarantor or (2) any Guarantor from merging into or transferring all or part of its properties and assets to the Issuer or another Guarantor. In addition, the Issuer may consolidate or otherwise combine combining with or merge merging into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction in compliance with Section 5.01(a)(1)(A) hereof or changing the legal form of the Issuer. (d) The Issuer will publish a notice of any merger, consolidation, amalgamation or other combination or sale of assets described above in accordance with the provisions of this Indenture if and as long as the Notes are listed and quoted on the Official List of the SGX-ST and to the extent that the rules of the SGX-ST so require, notify such exchange of any such merger, consolidation, amalgamation or other combination or sale.