Common use of on Certain Terms Clause in Contracts

on Certain Terms. The Issuer covenants that it will not merge or consolidate with any other Person or sell or convey (including by way of lease) all or substantially all of its assets to any Person (other than the sale, transfer or conveyance (including by way of lease) of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the assets of the Issuer (if other than the Issuer) shall (1) expressly assume the due and punctual payment of the principal of, the Make-Whole Amount, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person, and (2) if such Person is not organized under the laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition.

on Certain Terms. The Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer covenants that it will not merge or consolidate Hovnanian with or into any other Person or sell Persons (whether or convey (including by way of lease) all not affiliated with the Issuer), or substantially all of its assets to successive consolidations or mergers in which the Issuer or Hovnanian or their successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, transfer lease, exchange or conveyance (including by way of lease) other disposition of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the property and assets of the Issuer or Hovnanian to any other Person (whether or not affiliated with the Issuer or Hovnanian) authorized to acquire and operate the same; provided, however, and the Issuer and Hovnanian hereby covenant and agree, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) immediately after giving effect to such consolidation, merger, sale, lease, exchange or other disposition of the Person (whether the Issuer or Hovnanian or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, no Event of 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; (b) the Person (if other than the IssuerIssuer or Hovnanian) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation or partnership organized under the laws of the United States of America, any state thereof or the District of Columbia; and (1c) expressly assume the due and punctual payment of the principal of, the Make-Whole Amountof and interest, if any, and interest on all the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the IssuerIssuer or Hovnanian, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by such Person, and (2) if such Person is not organized under the laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee, as by the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, Person (if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) other than the Issuer or Hovnanian) formed by such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or into which the Issuer or Hovnanian shall have been merged, or by the Person which shall have acquired or leased such sale or conveyance, be in default in the performance of any such covenant or conditionproperty.

on Certain Terms. The Subject to the provisions of Section 9.3, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer covenants that it will not merge with or consolidate with into any other Person corporation or sell corporations (whether or convey (including by way of lease) all not affiliated with the Issuer), or substantially all of successive consolidations or mergers in which the Issuer or its assets to successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, transfer lease, exchange or conveyance (including by way of lease) other disposition of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the property and assets of the Issuer to any other corporation (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) immediately before and after such consolidation, merger, sale, lease, exchange or other disposition of the corporation (whether the Issuer or such other corporation) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Issuer and no Event of Default shall exist; (b) the corporation (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation organized under the laws of the United States of America, any state thereof or the District of Columbia; and (1c) expressly assume the due and punctual payment of the principal of, the Make-Whole Amountof and interest, if any, and interest on all the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee Trustee, by the corporation (if other than the Issuer) formed by such Person, and (2) if such Person is not organized under the laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or into which the Issuer shall have been merged, or by the corporation which shall have acquired or leased such sale or conveyance, be in default in the performance of any such covenant or conditionproperty.

on Certain Terms. The Issuer covenants that it will not merge or consolidate with any other Person or sell sell, convey, transfer, lease or convey (including by way otherwise dispose of lease) all or substantially all of its property and assets to any Person (other than the a consolidation with or merger with or into or a sale, transfer conveyance, transfer, lease or conveyance other disposition to a Wholly-Owned Subsidiary with a positive net worth; provided that, in connection with any such merger of the Issuer with a Wholly-Owned Subsidiary, no consideration (including by way of leaseother than common stock) of all in the surviving person or substantially all the Issuer shall be issued or distributed to the stockholders of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (Ax) the Issuer shall be the continuing entity corporation, or the successor corporation or (By) the successor entity Person formed by such consolidation or into which the Person which Issuer is merged or that acquires by sale or conveyance all or substantially all the assets of the Issuer (if other than the Issuer) shall (1) be a corporation or limited liability company organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume the due and punctual payment of the principal of, the Make-Whole Amount, if any, of and interest on all the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person, (ii) immediately after giving effect to such transaction, no default or Event of Default shall have occurred and be continuing and (2iii) if the Issuer delivers to the Trustee an Officers' Certificate and Opinion of Counsel, in each case stating that such Person is not organized under the laws of the United States of America consolidation, merger or any State thereof, agree in transfer and such supplemental indenture complies with this Section 8.01 and that any amount all conditions precedent provided for herein relating to be paid by such Person to Holders transaction have been complied with; provided, however, that the foregoing limitations shall not apply if, in the good faith determination of the Notes Board of Directors, whose determination shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed evidenced by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid a board resolution certified to the Holders of the Notes or the Trustee, as the case may be, after principal purpose of such deduction or withholding, shall equal transaction is to change the respective amounts state of principal, Make-Whole Amount, if any, incorporation of the Issuer; and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of provided further that any such covenant or conditiontransaction shall not have as one of its purposes the evasion of the foregoing limitations.

on Certain Terms. The Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer covenants that it will not merge with or consolidate with into any other Person or sell Persons (whether or convey (including by way of lease) all not affiliated with the Issuer), or substantially all of successive consolidations or mergers in which the Issuer or its assets to successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, transfer lease, exchange or conveyance (including by way of lease) other disposition of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the property and assets of the Issuer to any other Person (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) immediately after giving effect to such consolidation, merger, sale, lease, exchange or other disposition of the Person (whether the Issuer or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, no Event of 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; (b) the Person (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation or partnership organized under the laws of the United States of America, any state thereof or the District of Columbia; and (1c) expressly assume the due and punctual payment of the principal of, the Make-Whole Amountof and interest, if any, and interest on all the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee Trustee, by the Person (if other than the Issuer) formed by such Person, and (2) if such Person is not organized under the laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or into which the Issuer shall have been merged, or by the Person which shall have acquired or leased such sale or conveyance, be in default in the performance of any such covenant or conditionproperty.

on Certain Terms. The Issuer covenants that it will not Company may consolidate with, or merge into, or consolidate with any other Person or sell sell, lease or convey (including by way of lease) all or substantially all of its assets to to, any person, provided that in any such case, (i) either the Company shall be the continuing corporation, or the corporation formed by such consolidation or into which the Company is merged or the Person (other than the which acquires by sale, transfer lease or conveyance (including by way of lease) of all or substantially all of the IssuerCompany's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be a corporation organized and existing under the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the assets laws of the Issuer (if other than United States of America, the Issuer) United Kingdom, Italy, France, Germany, Japan or Canada, or any political subdivision or state of any such country, and such corporation shall (1) expressly assume the due and punctual payment of the principal of, the Make-Whole Amountof (and premium, if any, ) and any interest on all the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, Company by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person, and (2) if such Person is not organized under the laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitledcorporation, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or such sale sale, lease or conveyance, no Event of Default or no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be in default in continuing. The Company may not consolidate with, merge into, or sell, lease or convey all or substantially all of its assets to, another Person, if as a result of such consolidation, merger, sale, lease or conveyance, any property owned by the performance Company or a Subsidiary immediately prior thereto would be subject to a lien, unless (a) simultaneously therewith or prior thereto effective provision shall be made for the securing (equally and ratably with any other indebtedness of any or guaranteed by the Company then entitled thereto) of the due and punctual payment of the principal of and interest on all of the Securities equally and ratably with (or prior to) the debt secured by such covenant lien, or condition(b) the Company would be permitted to create such lien pursuant to Section 4.06 or 4.08 without equally and ratably securing the Securities.

on Certain Terms. The Issuer covenants that it will not merge Subject to any modification contained in any indenture supplemental hereto under which any series of Securities is issued and subject to the provisions of Section 12.02 of the Indenture, nothing contained in the Indenture or consolidate in any of the Securities shall prevent any consolidation or merger of the Guarantor with or into any other Person corporation or sell corporations (whether or convey (including by way of lease) all not affiliated with the Guarantor), or substantially all of successive consolidations or mergers in which the Guarantor or its assets to successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, transfer sale or conveyance (including by way of lease) of all or substantially all the property of the Issuer's assets in a single transaction Guarantor, to party or a series of transactions to one parties, or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by prevent any sale or conveyance of all or substantially all the assets property of the Issuer Guarantor, to any other corporation (if whether or not affiliated with the Guarantor) authorized to acquire and operate the same; provided however, that upon any such consolidation, merger, sale or conveyance, other than a consolidation or merger in which the Issuer) shall (1) expressly assume Guarantor is the due and punctual payment of the principal ofcontinuing corporation, the Make-Whole Amount, if any, and interest on all the Notes, according to their tenor, Guarantee and the due and punctual performance and observance of all of the covenants and conditions of this the Indenture and the Notes in such series to be performed or observed by the IssuerGuarantor, shall be expressly assumed, by supplemental indenture satisfactory to in compliance with the Trusteeprovisions of the Indenture, executed and delivered to the Trustee by such Person, and the corporation (2if other than the Guarantor) if such Person is not organized under the laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid formed by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or thereinconsolidation, or if deduction or withholding of any such taxes, levies, imposts or charges into which the Guarantor shall at any time be required by such country as aforesaidhave been merged, or any of its political subdivisions or taxing authorities, by the corporation which shall have acquired such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, property; and interest as may be necessary in order provided further that the net amounts paid to the Holders of the Notes Guarantor or the Trusteesuch successor corporation, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, not immediately after such merger or merger, consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition.

on Certain Terms. The Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer covenants that it will not merge with or consolidate with into any other Person or sell Persons (whether or convey (including by way of lease) all not affiliated with the Issuer), or substantially all of successive consolidations or mergers in which the Issuer or its assets to successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, transfer lease, exchange or conveyance (including by way of lease) other disposition of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the property and assets of the Issuer to any other Person (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) immediately after giving effect to such consolidation, merger, sale, lease, exchange or other disposition of the Person (whether the Issuer or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, no Event of 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; (b) the Person (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation, limited liability company or partnership organized under the laws of the United States of America, any state thereof or the District of Columbia; and (1c) expressly assume the due and punctual payment of the principal of, the Make-Whole Amountof and interest, if any, and interest on all the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee Trustee, by the Person (if other than the Issuer) formed by such Person, and (2) if such Person is not organized under the laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or into which the Issuer shall have been merged, or by the Person which shall have acquired or leased such sale or conveyance, be in default in the performance of any such covenant or conditionproperty.

on Certain Terms. The Issuer covenants that it will not merge or No Subsidiary Guarantor may consolidate with any other or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person or, subject to SECTION 10.5, sell, convey or sell or convey (including by way of lease) otherwise transfer all or substantially all of its assets to any another Person (other than the sale, transfer or conveyance (including by way of lease) of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries)group, unless (i) either (A) subject to the Issuer shall be provisions of the continuing entity or (B) the successor entity or following paragraph, the Person which acquires formed by sale or conveyance all surviving any such consolidation or substantially all the assets of the Issuer merger (if other than the Issuersuch Subsidiary Guarantor) shall (1A) expressly assume the due is a corporation organized and punctual payment of the principal of, the Make-Whole Amount, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person, and (2) if such Person is not organized existing under the laws of the United States of America America, any state thereof or any State thereofthe District of Columbia, agree in and (B) expressly assumes all the obligations of such Subsidiary Guarantor by executing and delivering a supplemental indenture that any amount to this Indenture to the Trustee agreeing to be paid bound by such Person its terms applicable to Holders a Subsidiary Guarantor and providing for a Subsidiary Guarantee of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaidPerson, in accordance with the terms of this Indenture; (ii) immediately before and after giving effect to such transaction, no Default or Event of Default exists and immediately after giving effect to such transaction, the resulting, surviving or transferee entity could Incur $1.00 of additional Indebtedness pursuant to SECTION 4.7(A); and (iii) such Subsidiary Guarantor, or any of its political subdivisions Person formed by or taxing authorities, such Person will pay surviving any such additional amount in respect consolidation or merger, would have a Net Worth (immediately after giving effect to such transaction), equal to or greater than the Net Worth of principalsuch Subsidiary Guarantor immediately preceding the transaction. In connection with any consolidation, Make-Whole Amountmerger or sale, if anyconveyance or other transfer contemplated by this provision, and interest as may the Subsidiary Guarantor shall deliver, or cause to be necessary in order that the net amounts paid delivered, to the Holders of the Notes or the Trustee, as in form and substance reasonably satisfactory to the case may beTrustee, after an Officers' Certificate and an Opinion of Counsel, each stating that such deduction or withholdingconsolidation, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidationsale, conveyance or other transfer and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in this Indenture provided for relating to such sale transaction or conveyance, be in default in the performance of any such covenant or conditiontransactions have been complied with.

on Certain Terms. The Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer covenants that it will not merge with or consolidate with into any other Person corporation or sell corporations (whether or convey (including by way of lease) all not affiliated with the Issuer), or substantially all of successive consolidations or mergers in which the Issuer or its assets to successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, transfer lease, exchange or conveyance (including by way of lease) other disposition of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the property and assets of the Issuer to any other corporation (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) immediately after such consolidation, merger, sale, lease, exchange or other disposition the corporation (whether the Issuer or such other corporation) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Issuer; (b) the corporation (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation organized under the laws of the United States of America, any state thereof or the District of Columbia; and (1c) expressly assume the due and punctual payment of the principal of, the Make-Whole Amountof and interest, if any, and interest on all the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee Trustee, by the corporation (if other than the Issuer) formed by such Person, and (2) if such Person is not organized under the laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or into which the Issuer shall have been merged, or by the corporation which shall have acquired or leased such sale or conveyance, be in default in the performance of any such covenant or conditionproperty and assets.

on Certain Terms. The Issuer covenants that it will not merge or consolidate with any other Person or sell or convey (including by way of lease) all or substantially all of its assets to any Person (other than the sale, transfer or conveyance (including by way of lease) of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the assets of the Issuer (if other than the Issuer) shall (1) expressly assume the due and punctual payment of the principal of, the Make-Whole Amount, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person, and (2) if such Person is not organized under the laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition.and

on Certain Terms. The Issuer covenants that it will not merge Nothing contained in this Indenture or consolidate in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation or sell corporations (whether or convey (including by way of lease) all not affiliated with the Company), or substantially all of successive consolidations or mergers in which the Company or its assets to successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, transfer conveyance or conveyance (including by way of lease) lease of all or substantially all the property of the Issuer's assets in a single transaction Company, to any other corporation (whether or a series of transactions not affiliated with the Company) authorized to one acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or more wholly-owned Subsidiaries)lease, unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the assets of the Issuer (if other than the Issuer) shall (1) expressly assume the due and punctual payment of the principal ofof (and premium, the Make-Whole Amountif any) and interest, if any, and interest on all of the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the IssuerCompany (and, in the case of Securities issued to a Trust, the obligations of the Company under any Trust Agreement and Guarantee), shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation (if other than the Company) formed by such Personconsolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired or leased such property, and (2) if provided further, that such Person is not corporation shall be a solvent corporation organized under the laws of the United States of America or any a State thereofthereof or the District of Columbia. The Company will not so consolidate or merge, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which make any such Person is organized sale, lease or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if anyother disposition, and interest as may be necessary in order that the net amounts paid Company will not permit any other corporation to merge into the Holders of Company, unless immediately after the Notes proposed consolidation, merger, sale, lease or other disposition, and after giving effect thereto, the TrusteeCompany or such successor corporation, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or such sale or conveyance, will not be in default in the performance or observance of any of the terms, covenants, agreements or conditions contained in this Indenture. Further, in the case of Securities issued to a Trust, the Company will not so consolidate or merge, or make any such covenant sale, lease or conditionother disposition, and the Company will not permit any other corporation to merge into the Company, unless, for so long as Securities registered in the name of a Trust or property trustee are outstanding, such consolidation, merger or sale, lease or other disposition is permitted under the Trust Agreement and related Guarantee pertaining to such Securities and does not give rise to any breach or violation thereof.

on Certain Terms. The Issuer covenants that it will not merge or consolidate with any other Person or No Guarantor may sell or convey (including by way otherwise dispose of lease) all or substantially all of its assets to any Person to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the sale, transfer Company or conveyance (including by way of lease) of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries)another Guarantor, unless (ia) immediately after giving effect to such transaction, no Default or Event of Default exists, and (b) either (i) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under the Indenture, its Subsidiary Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee or (ii) (A) prior to the Issuer shall be satisfaction and discharge of the continuing entity 8.375% Notes Indenture, such sale or other disposition complies with the asset sale provisions set forth in Section 4.10 of the 8.375% Note Indenture, including the application of the net proceeds therefrom in accordance with the terms thereof, or (B) after the successor entity satisfaction and discharge of the 8.375% Notes Indenture, such sale or other disposition complies with the Person which acquires terms of any other Indebtedness of the Company guaranteed by that Guarantor. In case of any such consolidation, merger, sale or conveyance all or substantially all and upon the assets assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Issuer (if other than Subsidiary Guarantee endorsed upon the Issuer) shall (1) expressly assume the due and punctual payment of the principal of, the Make-Whole Amount, if any, and interest on all the Notes, according to their tenor, Notes and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the IssuerGuarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by supplemental indenture satisfactory to the Trustee, executed Company and delivered to the Trustee by Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Person, Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles VI and VII hereof and notwithstanding clauses (a) and (2b) if such Person is not organized under the laws of the United States of America above, nothing contained in this Indenture or in any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction will prevent any consolidation or withholding for merger of a Guarantor with or into the Company or another Guarantor, or will prevent any taxes, levies, imposts sale or charges whatsoever imposed by or for the account conveyance of the country in which any such Person is organized property of a Guarantor as an entirety or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country substantially as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid an entirety to the Holders of the Notes Company or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or conditionanother Guarantor.

on Certain Terms. The Issuer covenants that it will not merge or consolidate with any other Person or sell or convey (including by way of lease) all or substantially all of its assets to any Person (other than the sale, transfer or conveyance (including by way of lease) of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all -71- 79 the assets of the Issuer (if other than the Issuer) shall (1) expressly assume the due and punctual payment of the principal of, the Make-Whole Amount, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person, and (2) if such Person is not organized under the laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition.

on Certain Terms. The Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer covenants that it will not merge with or consolidate with into any other Person corporation or sell corporations (whether or convey (including by way of lease) all not affiliated with the Issuer), or substantially all of successive consolidations or mergers in which the Issuer or its assets to successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, transfer lease, exchange or conveyance (including by way of lease) other disposition of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the property and assets of the Issuer to any other corporation (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) immediately after such consolidation, merger, sale, lease, exchange or other disposition the corporation (whether the Issuer or such other corporation) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Issuer; (b) the corporation (if other than the Issuer) formed by or surviving any such -44- 52 consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation organized under the laws of the United States of America, any state thereof or the District of Columbia; and (1c) expressly assume the due and punctual payment of the principal of, the Make-Whole Amountof and interest, if any, and interest on all the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, shall be expressly assumed and the conversion rights, if any, shall be provided for in accordance with this Indenture, by supplemental indenture satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee Trustee, by the corporation (if other than the Issuer) formed by such Person, and (2) if such Person is not organized under the laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or into which the Issuer shall have been merged, or by the corporation which shall have acquired or leased such sale or conveyance, be in default in the performance of any such covenant or conditionproperty.

on Certain Terms. The Issuer covenants that it will not merge Nothing contained in this Indenture or consolidate in the Debt Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation or sell corporations (whether or convey (including by way of leasenot affiliated with the Company) all or substantially all of successive consolidations or mergers in which the Company or its assets to successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, conveyance, transfer or conveyance (including by way of lease) other disposition of all or substantially all of the Issuer's assets in a single transaction property or a series capital stock of transactions the Company or its successor or successors, to one any other corporation (whether or more wholly-owned Subsidiariesnot affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, (i)upon any such consolidation, merger (where the Company is not the surviving corporation), unless (i) either (A) the Issuer shall be the continuing entity sale, conveyance, transfer or (B) other disposition, the successor entity or the Person which acquires by sale or conveyance all or substantially all the assets of the Issuer (if other than the Issuer) shall (1) expressly assume the due be a corporation organized and punctual payment of the principal of, the Make-Whole Amount, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person, and (2) if such Person is not organized existing under the laws of the United States of America or any State thereof, agree state thereof or the District of Columbia (unless such corporation has (1) agreed to make all payments due in such supplemental indenture that any amount to be paid by such Person to Holders respect of the Notes shall be paid Debt Securities or, if outstanding, the Capital Securities and Capital Securities Guarantee without withholding or deduction for, or withholding for on account of, any taxes, leviesduties, imposts assessments or other governmental charges whatsoever imposed by under the laws or for the account regulations of the country in which any jurisdiction of organization or residence (for tax purposes) of such Person is organized corporation or any political subdivision or taxing authority thereof or thereintherein unless required by applicable law, or if deduction or withholding of any in which case such taxes, levies, imposts or charges corporation shall at any time have agreed to pay such additional amounts as shall be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order so that the net amounts paid to received and retained by the Holders holders of the Notes such Debt Securities or the TrusteeCapital Securities, as the case may be, after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such deduction holders would have received and retained had no such taxes (including withholding taxes), duties, assessments or withholdingother governmental charges been imposed, shall equal (2) irrevocably and unconditionally consented and submitted to the respective amounts jurisdiction of principalany United States federal court or New York state court, Make-Whole Amountin each case located in The City of New York, if anyBorough of Manhattan, and interest as specified in respect of any action, suit or proceeding against it arising out of or in connection with this indenture, the Notes to which such Holders Debt Securities, the Capital Securities Guarantee or the Trustee are entitledDeclaration and irrevocably and unconditionally waived, to the fullest extent permitted by law, any objection to the laying of venue in any such court or that any such action, suit or proceeding has been brought in an inconvenient forum and (3) irrevocably appointed an agent in The City of New York for service of process in any action, suit or proceeding referred to in clause (2) above) and such corporation expressly assumes all of the obligations of the Company under the Debt Securities, this Indenture, the Capital Securities Guarantee and the Declaration and (ii) the Issuer or after giving effect to any such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or such sale or merger, sale, conveyance, transfer or other disposition, no Default or Event of Default shall have occurred and be in default in the performance of any such covenant or conditioncontinuing.

on Certain Terms. The Issuer covenants that it will not merge Nothing contained in this Indenture, the Senior Subsidiary Guarantees or consolidate in any of the Senior Notes shall prevent any consolidation or merger of the Corporation with or into any other Person (whether or sell not affiliated with the Corporation), or convey (including by way of lease) all successive consolidations or substantially all of mergers in which the Corporation or its assets to successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, conveyance, transfer or conveyance (including by way other disposition of lease) the property of all the Corporation or its successor or successors as an entirety, or substantially all of as an entirety, to any other Person (whether or not affiliated with the Issuer's assets in a single transaction Corporation or a series of transactions its successor or successors) authorized to one acquire and operate the same; provided, however, that the Corporation hereby covenants and agrees that, upon -------- ------- any such consolidation, merger, sale, conveyance, transfer or more wholly-owned Subsidiaries)other disposition, unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the assets of the Issuer (if other than the Issuer) shall (1) expressly assume the due and punctual payment payment, in the case of the Corporation, of the principal of, the Make-Whole Amountof and premium, if any, and interest on all of the NotesSenior Notes in accordance with the terms thereof, according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and with respect to the Senior Notes or established with respect to the Senior Notes to be kept or performed or observed by the IssuerCorporation shall be expressly assumed, by supplemental indenture satisfactory (which shall conform to the Trusteeprovisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such Personconsolidation, or into which the Corporation shall have been merged, or by the entity which shall have acquired such property (in each case, the "Surviving Entity"); provided, ---------------- --------- further, that the Guarantors hereby covenant and (2) if agree that, upon any such Person is not organized under ------- consolidation, merger, sale, conveyance, transfer or other disposition, the laws application of the United States of America or any State thereof, agree in such supplemental indenture that any amount Senior Subsidiary Guarantees to be paid by such Person to Holders the obligations of the Surviving Entity in respect of the Senior Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed expressly confirmed by or for supplemental indenture (which shall conform to the account provisions of the country Trust Indenture Act, as then in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount effect) satisfactory in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid form to the Holders of Trustee executed and delivered to the Notes Trustee by the Guarantors; provided, further, that after giving effect thereto, the Corporation -------- ------- or the TrusteeSurviving Entity, as the case may be, after such deduction or withholding, shall equal be able to incur at least $1.00 of additional Indebtedness (other than Permitted Debt) in compliance with the respective amounts first paragraph of principal, Make-Whole Amount, if any, Section 3.11 and interest as specified in the Notes to which such Holders or the Trustee are entitled, no Default shall have occurred and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or conditioncontinuing hereunder.

on Certain Terms. The Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer covenants that it will not merge or consolidate with or. into any other Person corporation, or sell corporations (whether or convey (including by way of lease) all not affiliated with the Issuer), or substantially all of successive consolidations or mergers in which the Issuer or its assets to successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, transfer lease, exchange or conveyance (including by way of lease) other disposition of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the property and assets of the Issuer to any other corporation (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) immediately after such consolidation, merger, sale, lease, exchange or other disposition the corporation (whether the Issuer or such other corporation) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Issuer, (b) the corporation (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation organized under the laws of the United States of America, any state thereof or the District of Columbia; and (1c) expressly assume the due and punctual payment of the principal of, the Make-Whole Amountof and interest, if any, and interest on all the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee Trustee, by the corporation (if other than the Issuer) formed by such Person, and (2) if such Person is not organized under the laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or into which the Issuer shall have been merged, or by the corporation which shall have acquired or leased such sale or conveyance, be in default in the performance of any such covenant or conditionproperty and assets.

on Certain Terms. The Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer covenants that it will not merge with or consolidate with into any other Person or sell Persons (whether or convey (including by way of lease) all not affiliated with the Issuer), or substantially all of its assets to successive consolidations or mergers in which the Issuer or their successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, transfer lease, exchange or conveyance (including by way of lease) other disposition of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the property and assets of the Issuer to any other Person (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenant and agree, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) immediately after giving effect to such consolidation, merger, sale, lease, exchange or other disposition of the Person (whether the Issuer or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, no Event of 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; (b) the Person (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation or partnership organized under the laws of the United States of America, any state thereof or the District of Columbia; and (1c) expressly assume the due and punctual payment of the principal of, the Make-Whole Amountof and interest, if any, and interest on all the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee Trustee, by the Person (if other than the Issuer) formed by such Person, and (2) if such Person is not organized under the laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or into which the Issuer shall have been merged, or by the Person which shall have acquired or leased such sale or conveyance, be in default in the performance of any such covenant or conditionproperty.

on Certain Terms. The Issuer covenants that it will not merge Nothing contained in this Indenture or consolidate in the Debt Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation or sell corporations (whether or convey (including by way of leasenot affiliated with the Company) all or substantially all of successive consolidations or mergers in which the Company or its assets to successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, conveyance, transfer or conveyance (including by way of lease) other disposition of all or substantially all of the Issuer's assets in a single transaction property or a series capital stock of transactions the Company or its successor or successors, to one any other corporation (whether or more wholly-owned Subsidiaries)not affiliated with the Company, unless or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, (i) either upon any such consolidation, merger (A) where the Issuer shall be Company is not the continuing entity surviving corporation), sale, conveyance, transfer or (B) other disposition, the successor entity or the Person which acquires by sale or conveyance all or substantially all the assets of the Issuer (if other than the Issuer) shall (1) expressly assume the due be a corporation organized and punctual payment of the principal of, the Make-Whole Amount, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person, and (2) if such Person is not organized existing under the laws of the United States of America or any State thereof, agree state thereof or the District of Columbia (unless such corporation has (1) agreed to make all payments due in such supplemental indenture that any amount to be paid by such Person to Holders respect of the Notes shall be paid Debt Securities or, if outstanding, the Capital Securities and Capital Securities Guarantee without withholding or deduction for, or withholding for on account of, any taxes, leviesduties, imposts assessments or other governmental charges whatsoever imposed by under the laws or for the account regulations of the country in which any jurisdiction of organization or residence (for tax purposes) of such Person is organized corporation or any political subdivision or taxing authority thereof or thereintherein unless required by applicable law, or if deduction or withholding of any in which case such taxes, levies, imposts or charges corporation shall at any time have agreed to pay such additional amounts as shall be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order so that the net amounts paid to received and retained by the Holders holders of the Notes such Debt Securities or the TrusteeCapital Securities, as the case may be, after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such deduction holders would have received and retained had no such taxes (including withholding taxes), duties, assessments or withholdingother governmental charges been imposed, shall equal (2) irrevocably and unconditionally consented and submitted to the respective amounts jurisdiction of principalany United States federal court or New York state court, Make-Whole Amountin each case located in The City of New York, if anyBorough of Manhattan, and interest as specified in respect of any action, suit or proceeding against it arising out of or in connection with this Indenture, the Notes to which such Holders Debt Securities, the Capital Securities Guarantee or the Trustee are entitledDeclaration and irrevocably and unconditionally waived, to the fullest extent permitted by law, any objection to the laying of venue in any such court or that any such action, suit or proceeding has been brought in an inconvenient forum and (3) irrevocably appointed an agent in The City of New York for service of process in any action, suit or proceeding referred to in clause (2) above) and such corporation expressly assumes all of the obligations of the Company under the Debt Securities, this Indenture, the Capital Securities Guarantee and the Declaration and (ii) the Issuer or after giving effect to any such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or such sale or merger, sale, conveyance, transfer or other disposition, no Default or Event of Default shall have occurred and be in default in the performance of any such covenant or conditioncontinuing.

on Certain Terms. The Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer covenants that it will not merge with or consolidate with into any other Person or sell Persons (whether or convey (including by way of lease) all not affiliated with the Issuer), or substantially all of successive consolidations or mergers in which the Issuer or its assets to successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, transfer lease, exchange or conveyance (including by way of lease) other disposition of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the property and assets of the Issuer to any other Person (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) immediately after giving effect to such consolidation, merger, sale, lease, exchange or other disposition of the Person (whether the Issuer or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, no Event of 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; (b) the Person (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation, limited liability company or partnership organized under the laws of the United States of America, any state thereof or the District of Columbia; and (1c) expressly assume the due and punctual payment of the principal of, the Make-Whole Amountof and interest, if any, and interest on all the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee Trustee, by the Person (if other than the Issuer) formed by such Person, and (2) if such Person is not organized under the laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or into which the Issuer shall have been merged, or by the Person which shall have acquired or leased such sale or conveyance, be in default in the performance of any such covenant or conditionproperty.

on Certain Terms. The Issuer covenants that it will not merge or consolidate with any other Person or sell sell, transfer, lease or otherwise dispose of convey (including by way of lease) all or substantially all of its property and assets to any Person (other than the a consolidation with or merger with or into or a sale, transfer conveyance, transfer, lease or conveyance other disposition to a Wholly-Owned Subsidiary with a positive net worth; provided that, in connection with any such merger of the Issuer with a Wholly-Owned Subsidiary, no consideration (including by way of leaseother than common stock) of all in the surviving person or substantially all the Issuer shall be issued or distributed to the stockholders of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (Ax) the Issuer shall be the continuing entity corporation, or the successor corporation or (By) the successor entity Person formed by such consolidation or into which the Person which Issuer is merged or that acquires by sale or conveyance all or substantially all the assets of the Issuer (if other than the Issuer) shall (1) be a corporation or limited liability company organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume the due and punctual payment of the principal of, the Make-Whole Amount, if any, of and interest on all the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person, (ii) immediately after giving effect to such transaction, no default or Event of Default shall have occurred and be continuing and (2iii) if the Issuer delivers to the Trustee an Officers' Certificate and Opinion of Counsel, in each case stating that such Person is not organized under the laws of the United States of America consolidation, merger or any State thereof, agree in transfer and such supplemental indenture complies with this Section 8.01 and that any amount all conditions precedent provided for herein relating to be paid by such Person to Holders transaction have been complied with; provided, however, that the foregoing limitations shall not apply if, in the good faith determination of the Notes Board of Directors, whose determination shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed evidenced by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid a board resolution certified to the Holders of the Notes or the Trustee, as the case may be, after principal purpose of such deduction or withholding, shall equal transaction is to change the respective amounts state of principal, Make-Whole Amount, if any, incorporation of the Issuer; and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of provided further that any such covenant or conditiontransaction shall not have as one of its purposes the evasion of the foregoing limitations.

on Certain Terms. The Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Issuer covenants that it will not merge or consolidate the Guarantor with or into any other Person or sell Persons (whether or convey (including by way of lease) all not affiliated with the Issuer or substantially all of its assets to the Guarantor), or successive consolidations or mergers in which the Issuer or the Guarantor or their respective successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, transfer lease, exchange or conveyance (including by way of lease) other disposition of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the property and assets of the Issuer or the Guarantor to any other Person (whether or not affiliated with the Issuer or the Guarantor) authorized to acquire and operate the same; provided, however, the Issuer and the Guarantor each hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) the Person (if other than the Issuer or the Guarantor) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be, in the case of the Issuer, a corporation or partnership organized under the laws of the United States of America, any state thereof or the District of Columbia, and, in the case of the Guarantor, a corporation or partnership organized under the laws of the United States of America, any state thereof or the District of Columbia or the Cayman Islands or any political subdivision thereof; (b) shall (1) expressly assume the due and punctual payment of the principal of, the Make-Whole Amountof and interest, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, by supplemental indenture satisfactory to Issuer or the Trustee, executed due and delivered to the Trustee by such Person, and (2) if such Person is not organized under the laws punctual performance of the United States Guarantees and the due and punctual performance and observance of America or any State thereof, agree in such supplemental indenture that any amount the covenants and conditions of this Indenture to be paid performed by such Person to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid to the Holders of the Notes or the TrusteeGuarantor, as the case may be, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee, by the Person (if other than the Issuer or the Guarantor) formed by such consolidation, or into which the Issuer shall have been merged, or by the Person which shall have acquired or leased such property; (c) immediately after giving effect to such deduction consolidation, merger, sale, lease, exchange or withholdingother disposition, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall equal the respective amounts of principal, Make-Whole Amount, if any, have occurred and interest as specified be continuing; (d) in the Notes case of the Guarantor, the Person (whether the Guarantor or such other Person) formed by or surviving any such consolidation or merger, or to which such Holders sale, lease, exchange or other disposition shall have been made, would have a pro forma Consolidated Net Worth after giving effect to the Trustee are entitled, transaction at least equal to the Consolidated Net Worth of the Guarantor prior to the transaction; and (iie) except in the Issuer case of a transaction involving a Special Subsidiary, the Person (whether the Guarantor or such successor Person other Person) formed by or acquiring Person shall not, immediately after surviving any such merger consolidation or consolidationmerger, or to which such sale sale, lease, exchange or conveyanceother disposition shall have been made, be in default in could incur an additional $1.00 of Indebtedness (other than Permitted Indebtedness) pursuant to Section 3.6 after giving effect to the performance of any such covenant or conditiontransaction.

on Certain Terms. The Issuer covenants that it will not merge or No Guarantor may consolidate with any other or merge with or into (whether or not such Guarantor is the surviving Person) another Person whether or sell or convey (including by way of lease) all or substantially all of its assets to any Person (other than the sale, transfer or conveyance (including by way of lease) of all or substantially all of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), not affiliated with such Guarantor unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires formed by sale or conveyance all surviving any such consolidation or substantially all the assets of the Issuer merger (if other than a Guarantor or the IssuerCompany) shall (1) expressly assume unconditionally assumes all the due obligations of such Guarantor, pursuant to a supplemental indenture in form and punctual payment of substance reasonably satisfactory to the principal of, the Make-Whole Amount, if any, and interest on all Trustee under the Notes, according this Indenture and the Subsidiary Guarantee on the terms set forth herein or therein. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to their tenorthe Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the IssuerGuarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by supplemental indenture satisfactory to the Trustee, executed Company and delivered to the Trustee by Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Person, and (2) if such Person is not organized under Subsidiary Guarantees had been issued at the laws date of the United States of America execution hereof. Notwithstanding the above, nothing contained in this Indenture or in any State thereof, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction prevent any consolidation or withholding for merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any taxes, levies, imposts sale or charges whatsoever imposed by or for the account conveyance of the country in which any such Person is organized property of a Guarantor as an entirety or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country substantially as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid an entirety to the Holders of the Notes Company or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or conditionanother Guarantor."

on Certain Terms. The Issuer covenants that it will not merge Nothing contained in this Indenture or consolidate in any of the Securities shall prevent any consolidation, amalgamation or merger of the Company with or into any other Person corporation or sell corporations (whether or convey (including by way of leasenot affiliated with the Company) all or substantially all of successive consolidations, amalgamations or mergers in which the Company or its assets to successor or successors shall be a party or parties, or shall prevent any Person (other than the sale, transfer conveyance or conveyance (including by way of lease) lease of all or substantially all the property of the Issuer's assets in a single transaction Company, to any other corporation (whether or a series of transactions to one or more wholly-owned Subsidiariesnot affiliated with the Company), unless (i) either (A) authorized to acquire and operate the Issuer shall be same; provided, however, that the continuing entity Company hereby covenants and agrees, that upon any such consolidation, amalgamation, merger, sale, conveyance or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the assets of the Issuer (if other than the Issuer) shall (1) expressly assume lease, the due and punctual payment of the principal ofof (and premium, the Make-Whole Amountif any) and interest, if any, and interest on all of the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the IssuerCompany shall be expressly assumed, by supplemental indenture reasonably satisfactory in form to the TrusteeTrustee for each series of Securities, executed and delivered to the each such Trustee by the corporation (if other than the Company) formed by such Personconsolidation or amalgamation, or into which the Company shall have been merged, or by the corporation which shall have acquired or leased such property, and (2) if provided further, that such Person is not corporation shall be a solvent corporation organized under the laws of the United States of America or any a State thereofthereof or the District of Columbia or Bermuda. The Company will not so consolidate, agree in such supplemental indenture that any amount to be paid by such Person to Holders of the Notes shall be paid without deduction amalgamate or withholding for any taxesmerge, levies, imposts or charges whatsoever imposed by or for the account of the country in which make any such Person is organized sale, lease or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if anyother disposition, and interest as may be necessary in order that the net amounts paid Company will not permit any other corporation to merge into the Holders of Company, unless immediately after the Notes proposed consolidation, amalgamation, merger, sale, lease or other disposition, and after giving effect thereto, the TrusteeCompany or such successor corporation, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or such sale or conveyance, will not be in default in the performance or observance of any such covenant of the terms, covenants, agreements or conditionconditions contained in this Indenture.

on Certain Terms. The Nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Issuer covenants that it will not merge with or consolidate with into any other Person corporation or sell corporations (whether or convey (including by way not affiliated with the Issuer), or successive amalgamations, reconstructions, consolidations or mergers in which the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of lease) all the property of the Issuer as an entirety or substantially all of its assets as an entirety, to any Person other corporation (other than whether or not affiliated with the saleIssuer) authorized to acquire and operate the same; provided, transfer however, that the corporation formed by such amalgamation, restructuring or conveyance (including by way of lease) of all consolidation, or substantially all into which the Issuer shall merge, or which shall acquire such property is organized and validly existing under the laws of the Issuer's assets in United States, the United Kingdom or another jurisdiction that is a single transaction member country of the Organization for Economic Cooperation and Development (or a series of transactions to one any successor thereto) and provided further and the Issuer hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale or more wholly-owned Subsidiaries)conveyance, unless (i) either (A) the Issuer shall be the continuing entity or (B) the successor entity or the Person which acquires by sale or conveyance all or substantially all the assets of the Issuer (if other than the Issuer) shall (1) expressly assume the due and punctual payment of the principal of, the Make-Whole Amount, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the IssuerIssuer (including, if applicable, submission to jurisdiction), shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee Trustee, by the corporation formed by such Personamalgamation, reconstruction or consolidation, or into which the Issuer shall have been merged, or by the corporation which shall have acquired such property, and (2ii) if the corporation formed by such Person amalgamation, reconstruction or consolidation, or into which the Issuer shall have been merged, or which shall have acquired such property, is not organized incorporated under the laws of any jurisdiction other than the United States of America Kingdom or any State thereofof the United States, agree such corporation shall, in such supplemental indenture indenture, agree that any amount amounts to be paid by such Person to Holders of the Notes Issuer under the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed imposed, assessed, levied or collected by or for the account of the country in which any such Person is organized jurisdiction or any political subdivision or taxing authority thereof or therein, therein or if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such country as aforesaid, jurisdiction or any of its political subdivisions such subdivision or taxing authoritiesauthority, such Person corporation will (subject to compliance by the Holders of such Securities with any relevant administrative requirements) pay any such additional amount amounts in respect of principal, Make-Whole Amountinterest, if any, and interest sinking fund payments as may be necessary in order that the net amounts paid to the Holders of the Notes Securities or the TrusteeTrustee under this Indenture, as the case may be, pursuant to the Securities, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amountinterest, if any, and interest sinking fund payments, as specified in the Notes Securities, to which such Holders or the Trustee are entitled; provided, however, that the foregoing shall not apply to (i) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder of the relevant Security (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or engaging or having been engaged in a trade or business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the Issuer fact that, where presentation is required, the relevant Security was presented more than thirty days after the date on which such payment became due or was provided for, whichever is later, (iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision thereof of the Holder or beneficial owner of the relevant Security, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or such successor Person political subdivision as a condition to relief or acquiring Person shall notexemption from such tax, immediately after such merger levy, impost or consolidationother governmental charge, (vi) any present or future tax, levy, import or other governmental charge is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other European Union Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such sale Directive, (vii) any present or conveyancefuture tax, be levy, impost or other governmental charge which a Holder would have been able to avoid by presenting the relevant debt security to another paying agent in default a Member State of the European Union or elsewhere, (viii) any present or future tax, levy, impost or other governmental change which a Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the performance form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom, (ix) any present or future tax, levy, impost or other governmental charge imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such covenant payment or conditionSecurity to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security ; or (x) any combination of clauses Section 3.02(i) through Section 3.02(ix) above.

on Certain Terms. The Issuer covenants that it will not merge or consolidate with any other Person corporation or sell or convey (including by way of lease) all or substantially all of its assets to any Person (other than the a consolidation with or merger with or into or a sale, transfer conveyance, transfer, lease or conveyance other disposition to a Wholly-Owned Subsidiary with a positive net worth; provided that, in connection with any such merger of the Issuer with a Wholly-Owned Subsidiary, no consideration (including by way of leaseother than common stock) of all in the surviving person or substantially all the Issuer shall be issued or distributed to the stockholders of the Issuer's assets in a single transaction or a series of transactions to one or more wholly-owned Subsidiaries), unless (i) either (Ax) the Issuer shall be the continuing entity corporation, or the successor corporation or (By) the successor entity Person formed by such consolidation or into which the Person which Issuer is merged or that acquires by sale or conveyance all or substantially all the assets of the Issuer (if other than the Issuer) shall (1) be a corporation or limited liability company organized under the laws of the United States of America or any State thereof and shall expressly assume the due and punctual payment of the principal of, the Make-Whole Amount, if any, of and interest on all the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Personcorporation, (ii) immediately after giving effect to such transaction, no default or Event of Default shall have occurred and be continuing and (2iii) if the Issuer delivers to the Trustee an Officers' Certificate and Opinion of Counsel, in each case stating that such Person is not organized under the laws of the United States of America consolidation, merger or any State thereof, agree in transfer and such supplemental indenture complies with this Section 8.01 and that any amount all conditions precedent provided for herein relating to be paid by such Person to Holders transaction have been complied with; provided, however, that the foregoing limitations shall not apply if, in the good faith determination of the Notes Board of Directors, whose determination shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed evidenced by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such taxes, levies, imposts or charges shall at any time be required by such country as aforesaid, or any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the net amounts paid a board resolution certified to the Holders of the Notes or the Trustee, as the case may be, after principal purpose of such deduction or withholding, shall equal transaction is to change the respective amounts state of principal, Make-Whole Amount, if any, incorporation of the Issuer; and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (ii) the Issuer or such successor Person or acquiring Person shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of provided further that any such covenant or conditiontransaction shall not have as one of its purposes the evasion of the foregoing limitations.