Common use of Only on Certain Terms Clause in Contracts

Only on Certain Terms. The Issuer shall not consolidate with or merge with or into any other Person, or sell, transfer, lease, convey, or otherwise dispose of all or substantially all of its properties or assets to any Person (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless (i) the Person formed by such consolidation or into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (ii) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Only on Certain Terms. The Issuer Guarantor shall not consolidate with or merge with or into any other Person, or sell, transfer, lease, convey, or otherwise dispose of all or substantially all of its properties or assets to any Person (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless (i) the Person formed by such consolidation or into which the Issuer Guarantor is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer Guarantor expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer Guarantor under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (ii) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer Guarantor is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the IssuerGuarantor, shall be a corporation, partnership, limited liability Issuer Guarantor or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer Guarantor shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Only on Certain Terms. The Issuer shall Company will not (i) consolidate or combine with or merge with or into any other Personor, directly or indirectly, sell, transferassign, convey, lease, convey, transfer or otherwise dispose of all or substantially all of its properties or and assets to any Person (including pursuant to a statutory arrangement), whether person or persons in a single transaction or through a series of related transactions, unless or (iii) permit any of the Person formed by Restricted Subsidiaries to enter into any such consolidation transaction or into which series of transactions if it would result in the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, disposition of all or substantially all of the property properties or assets of the Issuer Company and the Restricted Subsidiaries on a consolidated basis, unless, in the case of either (i) or (ii), (a) the Company shall be the continuing person or, if the Company is not the continuing person, the resulting, surviving or transferee person (the "surviving entity") shall be a company organized and existing under the laws of the United States or any State or territory thereof; (b) the surviving entity shall expressly assumesassume all of the obligations of the Company under the Notes and this Indenture, and shall, if required by an law to effectuate such assumption, execute a supplemental indenture to effect such assumption which supplemental hereto, executed and indenture shall be delivered to the Trustee, Trustee and shall be in form and substance reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (iic) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Company or the surviving entity (assuming such surviving entity's assumption of the Company's obligations under the Notes and this Indenture), as the case may be, would be able to incur $1.00 of Indebtedness under clause (A)(X) of the proviso of Section 10.11; (d) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have happened occurred and be continuing; and (iiie) the Person formed by such consolidation, the Person into which the Issuer is merged Company or the Person that leases or acquiressurviving entity, by sale, transfer, conveyance or otherwise, all or substantially all of as the property or assets of the Issuercase may be, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver have delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel, each Counsel stating that such proposed transaction or series of transactions, and, if a supplemental indenture is required in connection with such transactiontransaction or series of transactions to effectuate such assumption, such supplemental indenture comply indenture, complies with this Article covenant and that all conditions precedent herein provided for in this Indenture relating to such the transaction or series of transactions have been complied withsatisfied.

Only on Certain Terms. The Issuer shall not Neither the Company nor the Guarantor may consolidate with or merge with or into any other Personanother corporation, or sell, transfer, lease, convey, sell or otherwise dispose of convey all or substantially all of its properties or their respective property and assets to any another Person (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless unless: (i) the Person formed by immediately after such consolidation consolidation, merger, sale or into which the Issuer is merged conveyance no Event of Default or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed Default shall have occurred and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securitiesbe continuing; (ii) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, (if other than the Person into which the Issuer is merged Company or the Person that leases or acquiresGuarantor, by sale, transfer, conveyance or otherwise, all or substantially all of as the property or assets of the Issuer, shall be case may be) is a corporation, partnership, limited liability Issuer or trust and shall be corporation organized and validly existing under the laws of the United States of America, or any state thereof thereof; (iii) the Person (if other than the Company or the District Guarantor, as the case may be) through a supplemental indenture assumes payment of Columbia. The Issuer the principal of (premium, if any, on) and interest on, the Outstanding Securities of the applicabale series and the performance and observance of all the covenants and conditions of the Indenture with respect to the Company or the Guarantor, as the case may be; (iv) the Company or the Guarantor, as the case may be, shall deliver have delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that such proposed transaction andconsolidation, if a supplemental indenture is required in connection with such transactionmerger, sale or conveyance and such supplemental indenture comply with this Article the applicable provisions of the Indenture and that all conditions precedent herein therein provided for relating to such transaction consolidation, merger, sale or conveyance have been complied with. The Company and/or the Guarantor may consolidate or merge with or into, or sell or convey all or substantially all of their respective property and assets to, each other or any Subsidiary of either of them. For purposes of this Section, "sell or convey all or substantially all of their respective property and assets" shall mean property and assets contributing in the aggregate at least 80% of the Company's total consolidated revenues as reported in the Company's last available periodic financial report (quarterly or annual, as the case may be) filed with the Commission.

Only on Certain Terms. The Issuer Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or sell, transfer, lease, merge into the Company or convey, transfer or otherwise dispose of all or substantially all of lease its properties and assets substantially as an entirety to the Company, unless: if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless (i) the Person entity formed by such consolidation or into which the Issuer Company is merged or the Person that leases acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisethat leases, all or substantially all of the property or properties and assets of the Issuer Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the obligations Securities and the performance of every covenant of this Indenture on the part of the Issuer under the Securities, this Indenture and any supplement Company to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Event of Default, and no event whichthat, after notice or lapse of time time, or both, would become constitute an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Only on Certain Terms. The Issuer shall not Company will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person, Person or sell, transfer, leaseassign, convey, transfer (it being understand and agreed that a transfer for all purposes of this Section 8.01 will not include the grant of a security interest or other Lien), lease or otherwise dispose of all or substantially all of its properties or and assets to any Person (including pursuant or group of Persons, or permit any of its Restricted Subsidiaries to a statutory arrangement), whether in a single enter into any such transaction or series of related transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons, unless at the time and after giving effect thereto: either (ia) the Company will be the continuing corporation or (b) the Person (if other than the Company) formed by such consolidation or into which the Issuer Company is merged or the Person that leases or acquires, which acquires by sale, assignment, conveyance, transfer, conveyance lease or otherwise, disposition all or substantially all of the property or properties and assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed Company and delivered to its Restricted Subsidiaries on a Consolidated basis (the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (ii“Surviving Entity”) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall will be a corporation, partnership, limited liability Issuer or trust and shall be Person duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee Trustee, all the obligations of the Company under the Securities and this Indenture and the Securities and this Indenture will remain in full force and effect as so supplemented (and any Guarantees will be confirmed as applying to such Surviving Entity’s obligations); immediately before and immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default will have occurred and be continuing; immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the proposed appropriate adjustments with respect to the transaction being included in such pro forma calculation), the Company (or the Surviving Entity if the Company is not the continuing obligor hereunder) could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 10.08 herein; at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Securities; and at the time of the transaction, the Company or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating to the effect that such proposed consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and, if a and the supplemental indenture is required in connection with such transaction, such supplemental indenture respect thereof comply with this Article Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. Each Guarantor, if any, will not, and the Company will not permit any Guarantor to, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Company or any Guarantor) or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or any Guarantor) or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or any Guarantor), unless at the time and after giving effect thereto: either (a) the Guarantor will be the continuing entity in the case of a consolidation or merger involving the Guarantor or (b) the Person (if other than the Guarantor) formed by such consolidation or into which such Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”) will be duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under its Guarantee of the Securities and this Indenture and such Guarantee and Indenture will remain in full force and effect; immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default will have occurred and be continuing; and at the time of the transaction, such Guarantor or the Surviving Guarantor Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. Notwithstanding the foregoing, the provisions of Section 8.01(b) shall not apply (i) to any Guarantor whose Guarantee of the Securities is unconditionally released and discharged in accordance with paragraph (c) of Section 10.13.10.13, (ii) with respect to any Guarantor which is a Restricted Subsidiary, to (x) a sale, transfer or conveyance of a Restricted Subsidiary or any of its assets in compliance with the terms of this Indenture or (y) a merger or consolidation of a Restricted Subsidiary into another Restricted Subsidiary or into the Company (with the Company being the survivor), and (iii) to the ViSalus Recapitalization. Notwithstanding the foregoing, (i) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or another Restricted Subsidiary and (ii) the Company may merge with any Restricted Subsidiary or other Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the jurisdiction of organization of the Company in another state of the United States, provided that, in the case of clauses (i) and (ii), the successor Person (in the case of a consolidation, merger or transfer involving the Company or a Guarantor) assumes all the obligations of the Company or Guarantor, as applicable, under this Indenture and the Securities or its Guarantee, as the case may be, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee. In the event of any transaction (other than a lease) described in and complying with the conditions listed in Sections 8.01(a) and 8.01(b) in which the Company or any Guarantor, as the case may be, is not the continuing corporation, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, and the Company or any Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may be.

Only on Certain Terms. The Issuer shall not Company may not, in a single transaction or a series of related transactions, amalgamate or consolidate with or merge with or into any other Person, or sellpermit any other Person to amalgamate or consolidate with or merge into the Company, or directly or indirectly transfer, lease, convey, sell, lease or otherwise dispose of all or substantially all of its properties or property and assets to any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless unless: (i) the Company shall be the surviving Person, or the Person (if other than the Company) formed by such amalgamation, consolidation or into which the Issuer Company is merged or the Person that leases or acquires, acquires by sale, transfer, conveyance or otherwise, disposition all or substantially all of the property or properties and assets of the Issuer Company shall be a company, partnership or trust organized and validly existing under the federal laws of Canada or any province or territory thereof or the laws of the United States of America or any state thereof or the District of Columbia and shall expressly assumesassume, by an a supplemental indenture supplemental hereto, executed and delivered to the Trustee, Trustees in form satisfactory to the TrusteeTrustees, all the obligations of the Issuer Company's obligations under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any the Securities; (ii) immediately before and after giving effect to such transaction, no Event of Default or event that with the passing of time or the giving of notice, or both, would constitute an Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction and treating any Debt which becomes an obligation of the Company or series any Restricted Subsidiary or any Person who becomes a successor obligor under this Indenture as a result of transactionssuch transaction as having been incurred by the Company or such Restricted Subsidiary or such Person at the time of the transaction, no Event the Company or such Restricted Subsidiary or such Person, as the case may be, could Incur at least Cdn.$1.00 of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuingadditional Debt pursuant to the Debt Incurrence Provisions; and (iiiiv) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver immediately after giving effect to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction and, if a supplemental indenture is required in connection with such transaction, on a pro forma basis, the Company or any Person becoming the successor obligor under this Indenture shall have a Consolidated Net Worth no lower than 90% of the Consolidated Net Worth of the Company immediately before such supplemental indenture comply with this Article transaction; provided, however, that clauses (iii) and that all conditions precedent herein provided for relating (iv) above shall not apply to such any transaction have been complied withbetween the Company and one or more Wholly Owned Restricted Subsidiaries.

Only on Certain Terms. The Issuer shall Company will not merge into or consolidate with or merge with or into any other Personwith, or sell, transfer, lease, convey, sell or otherwise dispose of convey all or substantially all of its properties assets to, any other corporation, unless either (A) the Company shall be the surviving corporation in the case of a merger or assets to any Person (B) (I) the surviving, resulting or transferee corporation shall expressly assume the due and punctual payment (including pursuant Additional Amounts, if any) of all the Notes according to a statutory arrangement)their tenor, whether in a single transaction or series and the due and punctual performance of related transactions, unless (i) the Person formed by such consolidation or into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets covenants and obligations of the Issuer expressly assumesCompany under the Notes, the Coupons and Fiscal Agency Agreement in respect of the Notes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form agreement reasonably satisfactory to the TrusteeFiscal Agent, all (II) such successor corporation shall agree to indemnify and hold harmless the obligations holder of each Note or Coupon against (y) any tax, assessment or governmental charge imposed on such holder by a jurisdiction other than the Issuer under the Securities, this Indenture and United States of America or any supplement political subdivision or amendment to this Indenture then in effect taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal of or interest on such Note (including Additional Amounts, if any, in respect thereof) and which would have been so imposed and withheld had such merger, consolidation, sale or conveyance not been made and (z) any tax, assessment or governmental charge imposed on or relating to any Securities; such merger, consolidation, sale or conveyance, (iiIII) immediately after giving effect to such transaction or series of transactionsmerger, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, sale or conveyance, the Person into which Notes will not be subject to United States Federal estate tax as a result thereof, if held by a person who at the Issuer time of death is merged not a citizen or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws resident of the United States of AmericaAmerica unless such successor corporation shall have agreed, by supplemental agreement, to indemnify the persons liable therefor for the amount of United States Federal estate tax attributable to and paid in respect of any state thereof Notes includable in the gross estate of a person who at the time of death is not a citizen or the District of Columbia. The Issuer shall deliver to the Trustee prior to the consummation resident of the proposed transaction an Officers’ Certificate United States of America and an Opinion of Counsel, each stating that such proposed transaction and, if a supplemental indenture is (IV) the Fiscal Agent shall have received the documentation required in connection the context by the Fiscal Agency Agreement. In calculating the amount of tax attributable to any Notes for purposes of sub-clause (III) above in accordance with such transactionthe provisions of the United States Internal Revenue Code of 1986, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating the gross estate of the decedent shall be deemed to such transaction have been complied withinclude only Notes issued under the Fiscal Agency Agreement.

Only on Certain Terms. The Issuer shall not Neither the Company nor the Guarantor may consolidate with or merge with or into any other Personanother corporation, or sell, transfer, lease, convey, sell or otherwise dispose of convey all or substantially all of its properties or their respective property and assets to any another Person (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless unless: (i) the Person formed by immediately after such consolidation consolidation, merger, sale or into which the Issuer is merged conveyance no Event of Default or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed Default shall have occurred and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securitiesbe continuing; (ii) immediately after giving effect to the surviving Person in such transaction consolidation or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and merger (iii) if other than the Person formed by such consolidation, the Person into which the Issuer is merged Company or the Person that leases Guarantor, as the case may be) or acquiresperson to whom such property and assets are sold or conveyed (if other than the Company or the Guarantor, by sale, transfer, conveyance or otherwise, all or substantially all of as the property or assets of the Issuer, shall be case may be) is a corporation, partnership, limited liability Issuer or trust and shall be corporation organized and validly existing under the laws of the United States of America, or any state thereof thereof, and such Person (if other than the Company or the District Guarantor, as the case may be) through a supplemental indenture assumes payment of Columbia. The Issuer the principal of (premium, if any, on) and interest on, the Outstanding Securities of the applicable series and the performance and observance of all the covenants and conditions of the Indenture with respect to the Company or the Guarantor, as the case may be, (iii) the Company or the Guarantor, as the case may be, shall deliver have delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that such proposed transaction andconsolidation, if a supplemental indenture is required in connection with such transactionmerger, sale or conveyance and such supplemental indenture comply with this Article the applicable provisions of the Indenture and that all conditions precedent herein therein provided for relating to such transaction consolidation, merger, sale or conveyance have been complied with. The Company and/or the Guarantor may consolidate or merge with or into, or sell or convey all or substantially all of its property and assets to any Subsidiary. For purposes of this Section, "sell or convey all or substantially all of its property and assets" shall mean property and assets contributing in the aggregate at least 80% of the Company's total consolidated revenues as reported in the Company's last available periodic financial report (quarterly or annual, as the case may be) filed with the Commission.

Only on Certain Terms. The Issuer shall Company will not (i) consolidate or combine with or merge with or into any other Personor, directly or indirectly, sell, transferassign, convey, lease, convey, transfer or otherwise dispose of all or substantially all of its properties or and assets to any Person (including pursuant to a statutory arrangement), whether or Persons in a single transaction or through a series of related transactions, unless or (iii) permit any of the Person formed by Restricted Subsidiaries to enter into any such consolidation transaction or into which series of transactions if it would result in the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, disposition of all or substantially all of the property properties or assets of the Issuer Company and the Restricted Subsidiaries on a consolidated basis, unless, in the case of either (i) or (ii), (a) the Company shall be the continuing Person or, if the Company is not the continuing Person, the resulting, surviving or transferee Person (the "surviving entity") shall be a company organized and existing under the laws of the United States or any State or territory thereof; (b) the surviving entity (if other than the Company) shall expressly assumesassume all of the obligations of the Company under the Notes and this Indenture, by an and shall execute a supplemental indenture to effect such assumption which supplemental hereto, executed and indenture shall be delivered to the Trustee, Trustee and shall be in form and substance reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (iic) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), (I) the Company or the surviving entity (assuming such surviving entity's assumption of the Company's obligations under the Notes and this Indenture), as the case may be, would be able to incur $1.00 of Indebtedness (other than Permitted Indebtedness) under the proviso of Section 10.11, and (II) the Company or the surviving entity, as the case may be, would have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactions; (d) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have happened occurred and be continuing; and (iiie) the Person formed by such consolidation, the Person into which the Issuer is merged Company or the Person that leases or acquiressurviving entity, by sale, transfer, conveyance or otherwise, all or substantially all of as the property or assets of the Issuercase may be, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver have delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel, each Counsel stating that such proposed transaction or series of transactions, and, if a supplemental indenture is required in connection with such transactiontransaction or series of transactions to effectuate such assumption, such supplemental indenture comply indenture, complies with this Article covenant and that all conditions precedent herein provided for in this Indenture relating to such the transaction or series of transactions have been complied withsatisfied.

Only on Certain Terms. The Issuer Company shall not consolidate with or merge with or into any other Person, corporation or sell, transfer, lease, convey, or otherwise dispose of all its properties as or substantially all of its properties or assets as an entirety to any Person unless the Company has delivered to the Trustee the supplemental indenture referred to in (including pursuant to a statutory arrangement)b) below and an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, whether in a single transaction merger, conveyance or series of related transactionstransfer and such supplemental indenture comply with this Article XII and that all conditions precedent herein provided for have been complied with, unless (i) and the Person corporation formed by such consolidation or into which the Issuer Company is merged or the Person that leases or acquires, by which receives such properties pursuant to such sale, transfer, conveyance transfer or otherwise, all or substantially all of the property or assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; other disposition (iia) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be corporation organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer ; (b) shall deliver expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes and the performance of every covenant of this Indenture on the part of the Company to be performed or observed and (c) if such consolidation, merger, sale, transfer or other disposition occurs prior to the consummation Release Date, shall expressly assume, by an indenture supplemental to the First Mortgage, executed and delivered to the Mortgage Trustee, the due and punctual payment of the proposed transaction an Officers’ Certificate principal of and an Opinion of Counsel, each stating that such proposed transaction andpremium, if any, and interest on all of the Senior Note First Mortgage Bonds and the performance of every covenant of the First Mortgage on the part of the Company to be performed or observed. Anything in this Indenture to the contrary notwithstanding, the conveyance or other transfer by the Company of (a) all or any portion of its facilities for the generation of electric energy, or (b) all of its facilities for the transmission of electric energy, in each case considered alone or in any combination with properties described in any other clause, shall in no event be deemed to constitute a supplemental indenture is required conveyance or other transfer of all the properties of the Company, as or substantially as an entirety. The character of particular facilities shall be determined in connection accordance with such transactionthe Uniform System of Accounts prescribed for public utilities and licensees subject to the Federal Power Act, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating as amended, to such transaction have been complied withthe extent applicable.

Only on Certain Terms. The Issuer Company shall not consolidate with or merge with or into any other Personor wind up into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless (i) the Person formed by such consolidation Company is the surviving corporation or into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (ii) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by or surviving any such consolidationconsolidation or merger (if other than the Company) or to which such sale, the Person into which the Issuer is merged or the Person that leases or acquires, by saleassignment, transfer, lease, conveyance or otherwise, all other disposition will have been made is a corporation organized or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of AmericaStates, any state thereof or thereof, the District of Columbia. The Issuer , or any territory thereof (the Company or such Person, as the case may be, being herein called the "Successor Company"); (ii) the Successor Company (if other than the Company) expressly assumes all the obligations of the Company under this Indenture and the Notes pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default shall deliver have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, (A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 1010(a) hereof or (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; (v) each Guarantor, if any, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under this Indenture and the Notes; and (vi) the Company shall have delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion opinion of Counselcounsel, each stating that such proposed transaction andconsolidation, if a supplemental indenture is required in connection with such transaction, merger or transfer and such supplemental indenture (if any) comply with this Article Indenture. The Successor Company shall succeed to, and that be substituted for, the Company under this Indenture and the Notes. Notwithstanding the foregoing clause (iv), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all conditions precedent herein provided or part of its properties and assets to the Company and (b) the Company may merge with an Affiliate incorporated solely for relating to such transaction have been complied withthe purpose of reincorporating the Company in another State of the United States so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Only on Certain Terms. The Issuer Company shall not consolidate with or merge with or into any other Person, corporation or entity or sell, transfer, lease, convey, or otherwise dispose of all its properties as or substantially all of its properties or assets as an entirety to any Person unless the Company has delivered to the Trustee the supplemental indenture referred to in (including pursuant to a statutory arrangement)b) below and an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, whether in a single transaction merger, conveyance or series of related transactionstransfer and such supplemental indenture comply with this Article XII and that all conditions precedent herein provided for have been complied with, unless (i) and the Person corporation formed by such consolidation or into which the Issuer Company is merged or the Person that leases or acquires, by which receives such properties pursuant to such sale, transfer, conveyance transfer or otherwise, all or substantially all of the property or assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; other disposition (iia) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer corporation or trust and shall be other entity organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer ; (b) shall deliver expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes and the performance of every covenant of this Indenture on the part of the Company to be performed or observed and (c) if such consolidation, merger, sale, transfer or other disposition occurs prior to the consummation Release Date, shall expressly assume, by an indenture supplemental to the First Mortgage, executed and delivered to the Mortgage Trustee, the due and punctual payment of the proposed transaction an Officers’ Certificate principal of and an Opinion of Counsel, each stating that such proposed transaction andpremium, if any, and interest on all of the Senior Note First Mortgage Bonds and the performance of every covenant of the First Mortgage on the part of the Company to be performed or observed. Anything in this Indenture to the contrary notwithstanding, the conveyance or other transfer by the Company of (a) all or any portion of its facilities for the generation of electric energy, or (b) all of its facilities for the transmission of electric energy, in each case considered alone or in any combination with properties described in any other clause, shall in no event be deemed to constitute a supplemental indenture is required conveyance or other transfer of all the properties of the Company, as or substantially as an entirety. The character of particular facilities shall be determined in connection accordance with such transactionthe Uniform System of Accounts prescribed for public utilities and licensees subject to the Federal Power Act, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating as amended, to such transaction have been complied withthe extent applicable.

Only on Certain Terms. The Issuer Nothing --------------------------------------------------- contained in this Indenture or in any of the Securities of any series shall not consolidate with prevent any consolidation or merge merger of the Company with or into any other Personcorporation or corporations or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or sell, transfer, lease, convey, shall prevent any sale or otherwise dispose conveyance of all the property of the Company as an entirety or substantially all of its properties or assets as an entirety to any Person other corporation authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees, that any such consolidation, merger, sale or conveyance shall be upon the condition that (including pursuant to a statutory arrangement)a) immediately after such consolidation, merger, sale or conveyance, the corporation (whether in a single transaction the Company or series of related transactions, unless (isuch other corporation) the Person formed by or surviving any such consolidation or into merger, or to which such sale or conveyance shall have been made, shall not be in default in the Issuer is merged performance or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all observance of any of the property or assets terms, covenants and conditions of the Issuer expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement to be kept or amendment to this Indenture then in effect with respect to any Securitiesperformed by the Company; (iib) immediately after giving effect the corporation (if other than the Company) formed by or surviving any such consolidation or merger, or to which such transaction sale or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, conveyance shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuerbeen made, shall be a corporation, partnership, limited liability Issuer or trust and shall be corporation organized and validly existing under the laws of the United States or any State thereof; (c) the due and punctual payment of Americathe principal of (and premium, if any) and interest on all of the Securities of any state thereof series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed or observed by the District Company, as the case may be, including, without limitation, the performance of Columbiaany act or obligation relating to any conversion of Securities pursuant to Article Sixteen hereof, shall be expressly assumed, by supplemental indenture, satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation formed by such consolidation, or into which the Company, as the case may be, shall have been merged, or by the corporation which shall have acquired such property. The Issuer If at any time there shall be any consolidation or merger or sale or conveyance of property to which the covenant of this Section 11.1 is applicable, then in any such event the successor corporation will promptly deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.Trustee:

Only on Certain Terms. The Issuer Operating Partnership shall not consolidate with or merge with or into not, in any other Person, or sell, transfer, lease, convey, or otherwise dispose of all or substantially all of its properties or assets to any Person (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless consolidate or amalgamate with or merge into any Person or sell, lease, assign, transfer or otherwise convey all or substantially all its assets to any Person, in each case, unless: (i1) either (A) the Operating Partnership shall be the continuing Person (in the case of a merger), or (B) the successor Person (if other than the Operating Partnership) formed by or resulting from such consolidation consolidation, amalgamation or into merger, or to which the Issuer is merged or the Person that leases or acquires, by such sale, transferlease, assignment, transfer or other conveyance or otherwise, of all or substantially all of the property or assets of the Issuer expressly assumesOperating Partnership is made, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (iii) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer company or trust and shall be partnership organized and validly existing under the laws of the United States of America, any state thereof or the District of ColumbiaColumbia or any territory thereof; and (ii) shall, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor Person and delivered to the Trustee, in form satisfactory to the Trustee, expressly assume the due and punctual performance and observance of the payment and other obligations in this Indenture and the Outstanding Securities on the part of the Operating Partnership to be performed or observed. The Issuer Any such supplemental indenture shall deliver provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Equity or other securities or property; (2) immediately after giving effect to such transaction, 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; and (3) the Operating Partnership shall have delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction consolidation, amalgamation, merger, sale, lease, assignment, transfer or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.. For purposes of the foregoing, any sale, lease, assignment, transfer or other conveyance of all or any of the assets of one or more Subsidiaries of the Operating Partnership (other than to the Operating Partnership or another Subsidiary), which, if such assets were owned by the Operating Partnership would constitute all or substantially all of the Operating Partnership’s assets, shall be deemed to be the conveyance of all or substantially all of the assets of the Operating Partnership to any Person. 63

Only on Certain Terms. The Issuer Nothing contained in this Indenture or in the Securities of any series shall not consolidate prevent the Company or the Guarantor from consolidating with or merge with merging into another corporation or into any other Personcorporations, or sellsuccessive consolidations or mergers or conveying, transfertransferring, lease, convey, leasing or otherwise dispose of all or substantially all disposing of its properties or and assets substantially as an entirety to any Person person, provided that (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless (ia) the Person formed by such consolidation or into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially successor entity expressly assumes all of the property Company's applicable obligations on the Securities or assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the Guarantor's applicable obligations of the Issuer under the Securitiesguarantee, this Indenture as the case may be, and any supplement or amendment to this Indenture then in effect with respect to any Securities; (iib) immediately after giving effect to such transaction no Event of Default and no event which, after notice or series lapse of transactionstime or both, would become an Event of Default shall have happened and be continuing. In addition, each of the Company and the Guarantor may assign and delegate all of its rights and obligations on the Securities of any series, under this Indenture, on the Guarantee and all other documents, agreements and instruments related thereto, as applicable, to any Person that owns all of the ordinary shares of the Company or the Guarantor or to any Person that owns all of the ordinary shares of a Person that owns all of the ordinary shares of the Company or the Guarantor, and upon any such Person assuming such rights and obligations the Company or the Guarantor shall be automatically released from such obligations, provided that immediately after given effect to such transaction no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have happened and be continuing; and (iii) . In the Person formed by event that any such consolidation, the Person into which the Issuer successor entity is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of a country located outside of a Taxing Jurisdiction and withholding or deduction is required by law for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within such country in which the United States of America, successor entity is organized or by or within any state political subdivision thereof or any authority therein or thereof having power to tax, the District of Columbia. The Issuer successor entity shall deliver pay to the Trustee prior relevant Holder of the Securities of such series such Additional Amounts, under the same circumstances and subject to the consummation same limitations as are specified for in Section 1009 hereof, but substituting for the applicable Taxing Jurisdiction in each place the name of the proposed transaction an Officers’ Certificate country under the laws of which such successor entity is organized, managed and an Opinion controlled or has a place of Counsel, each stating that such proposed transaction and, if a supplemental indenture is required in connection with such transactionbusiness. In addition, such supplemental indenture comply successor entity shall be entitled to effect an optional tax redemption under the same circumstances and subject to the same limitations as are set forth in Section 1108 hereof, but substituting for the applicable Taxing Jurisdiction in each place the name of the country under the laws of which such successor entity is organized, managed and controlled or has a place of business and substituting the date of such succession for the date of the relevant underwriting agreement for the Securities of such series. SECTION 802 Successor Corporation to be Substituted Upon any consolidation by the Company or the Guarantor with or merger by the Company or the Guarantor into any other corporation or any conveyance, transfer, lease or other disposition of the properties and assets of the Company or the Guarantor substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into which the Company or the Guarantor is merited or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor under this Article Indenture with the same effect as if such successor corporation had been named as the Company or the Guarantor herein, and that thereafter the predecessor corporation shall be relieved of all conditions precedent herein provided for relating to such transaction have been complied with.obligations and covenants under this Indenture and the Securities. ARTICLE NINE

Only on Certain Terms. The Issuer shall not Company may not, in a single transaction or a series of related transactions, amalgamate or consolidate with or merge with or into any other Person, or sellpermit any other Person to amalgamate or consolidate with or merge into the Company, or directly or indirectly transfer, lease, convey, sell, lease or otherwise dispose of all or substantially all of its properties or property and assets to any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless unless: (i) the Company shall be the surviving Person, or the Person (if other than the Company) formed by such amalgamation, consolidation or into which the Issuer Company is merged or the Person that leases or acquires, acquires by sale, transfer, conveyance or otherwise, disposition all or substantially all of the property or properties and assets of the Issuer Company shall be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any province or territory thereof or the laws of the United States of America or any state thereof or the District of Columbia and shall expressly assumesassume, by an a supplemental indenture supplemental hereto, executed and delivered to the Trustee, Trustees in form satisfactory to the TrusteeTrustees, all the obligations of the Issuer Company's obligations under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any the Securities; (ii) immediately before and after giving effect to such transaction, no Event of Default or event that with the passing of time or the giving of notice, or both, would constitute an Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction and treating any Debt which becomes an obligation of the Company or series any Restricted Subsidiary or any Person who becomes a successor obligor under this Indenture as a result of transactionssuch transaction as having been incurred by the Company or such Restricted Subsidiary or such Person at the time of the transaction, no Event the Company or such Restricted Subsidiary or such Person, as the case may be, could Incur at least Cdn.$1.00 of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuingadditional Debt pursuant to the Debt Incurrence Provisions; and (iiiiv) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver immediately after giving effect to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction and, if a supplemental indenture is required in connection with such transaction, on a pro forma basis, the Company or any Person becoming the successor obligor under this Indenture shall have a Consolidated Net Worth no lower than 90% of the Consolidated Net Worth of the Company immediately before such supplemental indenture comply with this Article transaction; provided, however, that clauses (iii) and that all conditions precedent herein provided for relating (iv) above shall not apply to such any transaction have been complied withbetween the Company and one or more Wholly Owned Restricted Subsidiaries.

Only on Certain Terms. The Issuer Nothing contained in this Indenture or in any of the Securities shall not consolidate with prevent any consolidation, amalgamation, merger or merge statutory arrangement of the Company with or into any other Personcorporation or corporations (whether or not an Affiliate), or sellsuccessive consolidations, transferamalgamations, lease, conveymergers or statutory arrangements in which the Company or its successor or successors shall be a party or parties, or otherwise dispose shall prevent any sale, conveyance or lease of all or substantially all the property of its properties or assets the Company, to any Person other corporation (including pursuant whether or not an Affiliate) authorized to a acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, amalgamation, merger, statutory arrangement), whether in a single transaction sale, conveyance or series of related transactions, unless lease shall be upon the condition that (i) the Person formed by immediately after such consolidation or into which the Issuer is merged or the Person that leases or acquiresconsolidation, by amalgamation, merger, statutory arrangement, sale, transfer, conveyance or otherwiselease the corporation (whether the Company or such other corporation) formed by or surviving any such consolidation, all amalgamation or substantially merger, or to which such sale, conveyance or lease shall have been made (the "Successor Corporation"), 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 Company; and (ii) the due and punctual payment of the Amounts Payable at Maturity and Cash Interest on all of the property or assets Securities, according to their tenor, and the due and punctual performance and observance of all of the Issuer covenants and conditions of this Indenture to be performed or observed by the Company, and, for each Security that by its terms provides for conversion, shall have provided for the right to convert such Security in accordance with its terms, shall be expressly assumesassumed, by an supplemental indenture supplemental heretosatisfactory in form to the Trustee, executed and delivered to the Trustee, in form satisfactory to by the TrusteeSuccessor Corporation (if other than the Company). If, all the obligations of the Issuer under the Securities, this Indenture and upon any supplement or amendment to this Indenture then in effect with respect to any Securities; (ii) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged amalgamation, merger or the Person that leases statutory arrangement, or acquires, by upon any such sale, transfer, conveyance or otherwiselease, or upon any consolidation, amalgamation, merger or statutory arrangement of any Restricted Subsidiary, or upon the sale, conveyance or lease of all or substantially all the property of any Restricted Subsidiary to any other corporation, any Principal Property of the property Company or assets of any Restricted Subsidiary or any shares of stock or indebtedness of any Restricted Subsidiary owned by the Company or a Restricted Subsidiary immediately prior thereto or immediately thereafter would thereupon become subject to any mortgage securing any Indebtedness, unless assumption of such mortgage would be permitted under Section 1007 without securing the Outstanding Securities, the Company, prior to such consolidation, amalgamation, merger, statutory arrangement, sale, conveyance or lease, will secure or cause to be secured by indenture supplemental hereto, the due and punctual payment of the IssuerAmounts Payable at Maturity and Cash Interest on the Securities (together with, if and to the extent the Company shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of Americaso determine, any state thereof other indebtedness or the District of Columbia. The Issuer shall deliver other obligation then existing or thereafter created) by a direct mortgage equally and ratably with (or prior to) any and all indebtedness and obligations secured or to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate be secured thereby and an Opinion of Counsel, each stating that so long as such proposed transaction and, if a supplemental indenture indebtedness is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withso secured.

Only on Certain Terms. The Issuer Company shall not not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer, lease, convey, lease or otherwise dispose of all or substantially all of its and its Subsidiaries’ properties or assets and assets, taken as a whole, to any Person other Person, unless: (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless (i1) the Person formed by such consolidation or into which the Issuer Company is merged or the Person that leases or acquires, which acquires by sale, transfer, conveyance or otherwisetransfer or other disposition, or which leases, all or substantially all of such properties and assets shall be a Corporation, shall be organized and validly existing under the property or assets laws of the Issuer United States of America, any State thereof or the District of Columbia and shall expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the obligations Securities and the performance or observance of every other covenant of this Indenture on the part of the Issuer under the Securities, this Indenture and any supplement Company to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (ii2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or series a Subsidiary as a result of transactionssuch transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have happened occurred and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, such properties or assets would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby and such encumbrances shall be deemed to be permitted by this Indenture; and (iii4) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction andconsolidation, if a supplemental indenture is required in connection with such transactionmerger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. For clarity, this Section and Section 802 shall not apply to the merger of any Person into the Company, provided that the Company is the surviving entity of such merger.

Only on Certain Terms. The Issuer Company shall not consolidate with or merge with or into any other Person (in a transaction in which the Company is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: in case the Company shall consolidate with or sell, transfer, lease, merge into another Person (in a transaction in which the Company is not the surviving corporation) or convey, transfer or otherwise dispose of all or substantially all of lease its properties or and assets substantially as an entirety to any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless (i) the Person formed by such consolidation or into which the Issuer Company is merged or the Person that leases which acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property or properties and assets of the Issuer Company substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the obligations Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer under Company to be performed or observed and the Securitiesconversion rights shall be provided for in accordance with Article 14, this Indenture if applicable, or as otherwise specified pursuant to Section 3.1, by supplemental indenture satisfactory in form to the Trustee, executed and any supplement delivered to the Trustee, by the Person (if other than the Company) formed by such consolidation or amendment to this Indenture then in effect with respect to any Securitiesinto which the Company shall have been merged or by the Person which shall have acquired the Company's assets; (ii) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or series any Subsidiary as a result of transactionssuch transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened occurred and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel, each stating that such proposed transaction consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Only on Certain Terms. The Issuer Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into any other Personinto, or sellconvey, transfer, transfer or lease, conveyin one transaction or a series of transactions, or otherwise dispose of all or substantially all of its properties or assets to any Person (including pursuant to a statutory arrangement), whether in a single transaction other than the Company or series of related transactions, unless any Restricted Subsidiary) unless: (a) (i) the resulting, surviving or transferee Person formed by (if not the Company or such consolidation Subsidiary Guarantor) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary Guarantor was organized or into which under the Issuer is merged laws of Brazil or the United States, any State thereof or the District of Columbia and (ii) such Person that leases or acquiresshall expressly assume, by sale, transfer, conveyance or otherwise, a Guarantee agreement substantially similar in all or substantially all of the property or assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed and delivered respects to the Trustee, Restricted Subsidiary Guarantee to which such Subsidiary Guarantor was a party and in a form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor, if any, under such Restricted Subsidiary Guarantee; provided that the Issuer under foregoing shall not apply in the Securitiescase of a Subsidiary Guarantor that (A) has been disposed of in its entirety to another Person (other than to the Company or any Restricted Subsidiary), whether through a merger, consolidation or sale of Capital Stock or assets or (B) as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Restricted Subsidiary, in both cases, if in connection therewith the Company provides an 78 transfer or lease and such supplemental indenture, if any, comply with this Indenture Indenture; the Trustee will accept such certificate and any supplement opinion as sufficient evidence of the satisfaction of the conditions precedent set forth in this covenant, in which event it will be conclusive and binding on the Holders; and (vii) the Company shall have delivered to the Trustee a written opinion from U.S. counsel reasonably acceptable to the Trustee and external to the Company to the effect that the Holders will not recognize income, gain or amendment loss for U.S. federal income tax purposes as a result of such transaction and will be subject to this Indenture then U.S. federal income tax on the same amounts, in effect with respect to any Securitiesthe same manner and at the same times as would have been the case if such transaction had not occurred; provided, that clauses (ii) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) do not apply to the Person formed by such consolidation, consolidation or merger of the Person Company with or into which the Issuer is merged a Restricted Subsidiary or the Person that leases consolidation or acquires, by sale, transfer, conveyance merger of a Restricted Subsidiary with or otherwise, all or substantially all of into the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withCompany.

Only on Certain Terms. The Issuer Guarantor shall not consolidate with or merge with or into any other Person, or sell, transfer, lease, convey, or otherwise dispose of all or substantially all of its properties or assets to any Person (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless (i) the Person formed by such consolidation or into which the Issuer Guarantor is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer Guarantor expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer Guarantor under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (ii) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer Guarantor is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the IssuerGuarantor, shall be a corporation, partnership, limited liability Issuer company or trust and shall be organized and validly existing under the laws of the United States of AmericaStates, Canada or any state thereof or the District of Columbiaprovince thereof. The Issuer Guarantor shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Only on Certain Terms. The Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer shall not consolidate with or merge with or into any other PersonPerson or Persons (whether or not affiliated with the Issuer), or sellsuccessive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or parties, transferor shall prevent any conveyance, leasetransfer or lease of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however, that: (1) in case the Issuer shall consolidate with or merge into another Person or convey, transfer or otherwise dispose of lease all or substantially all of its properties or and assets to any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless (i) the Person entity formed by such consolidation or into which the Issuer is merged or the Person that leases which acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property or assets properties of the Issuer expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (ii) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be Person organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Columbia and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and the Guarantor and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Issuer to be performed or observed; (2) immediately after giving effect to such transaction, no Event of Default or event which, after notice or lapse of time, or both, would become an Event of Default, shall deliver have occurred and be continuing; and (3) either the Issuer or the successor Person shall have delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel, each stating that such proposed transaction consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. No such consolidation, merger, conveyance, transfer or lease shall be permitted by this Section unless prior thereto the Guarantor shall have delivered to the Trustee a Guarantor's Officers' Certificate and an Opinion of Counsel, each stating that the Guarantor's obligations hereunder shall remain in full force and effect thereafter.

Only on Certain Terms. The Issuer Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or sell, transfer, lease, merge into the Company or convey, transfer or otherwise dispose of all or substantially all of lease its properties and assets substantially as an entirety to the Company, unless: if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless (i) the Person entity formed by such consolidation or into which the Issuer Company is merged or the Person that leases acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisethat leases, all or substantially all of the property or properties and assets of the Issuer Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the obligations Securities and the performance of every covenant of this Indenture on the part of the Issuer under the Securities, this Indenture and any supplement Company to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Event of Default, and no event whichthat, after notice or lapse of time time, or both, would become constitute an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel, each stating that such proposed transaction consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers' Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Only on Certain Terms. The Issuer Company shall not not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer, lease, convey, lease or otherwise dispose of all or substantially all of its and its Subsidiaries’ properties or assets and assets, taken as a whole, to any Person other Person, unless: (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless (i1) the Person formed by such consolidation or into which the Issuer Company is merged or the Person that leases or acquires, which acquires by sale, transfer, conveyance or otherwisetransfer or other disposition, or which leases, all or substantially all of such properties and assets shall be organized and validly existing under the property or assets laws of the Issuer United States of America, any State thereof or the District of Columbia and shall expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the obligations Securities and the performance or observance of every other covenant of this Indenture on the part of the Issuer under the Securities, this Indenture and any supplement Company to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (ii2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or series a Subsidiary as a result of transactionssuch transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have happened occurred and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, such properties or assets would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby and such encumbrances shall be deemed to be permitted by this Indenture; and (iii4) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction andconsolidation, if a supplemental indenture is required in connection with such transactionmerger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. For clarity, this Section and Section 802 shall not apply to the merger or consolidation of any Person into the Company or Park National Bank, provided that the Company or Park National Bank is the surviving or continuting entity of such merger or consolidation.

Only on Certain Terms. The Issuer shall not consolidate with or merge with or into any other Person, or sell, transfer, lease, convey, or otherwise dispose of all or substantially all of its properties or assets to any Person (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless (i) the Person formed by such consolidation or into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (ii) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer company or trust and shall be organized and validly existing under the laws of the United States of America, Canada or any state thereof or the District of Columbiaprovince thereof. The Issuer shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Only on Certain Terms. The Issuer Company shall not not, in a single transaction or series of related transactions, consolidate with or merge with or into any other Personinto, or sell, transfer, leaseassign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties or assets to to, any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless unless: (i) the Person formed by such consolidation or into which the Issuer Company is merged or the Person that leases which acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property Company’s assets, as the case may be, is a Person (the “Successor Company”) organized and existing under the laws of Brazil or assets the United States of America (including any State thereof or the Issuer District of Columbia), and the Successor Company (if not the Company, as applicable) expressly assumes, by an a supplemental indenture supplemental heretoto this Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer Company’s obligations under the Securities, Notes and this Indenture and any supplement or amendment to this Indenture then in effect with respect to any SecuritiesIndenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall Default will have happened occurred and be continuing; and (iii) immediately after giving effect to such transaction, either (i) the Person formed by such consolidation, Successor Company would be able to Incur at least US$1.00 of Indebtedness pursuant to Section 1012(a) or (ii) the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all Covenant Net Debt to Covenant EBITDA Ratio of the property or assets Successor Company would be no greater than the Covenant Net Debt to Covenant EBITDA Ratio of the IssuerCompany immediately prior to such transaction; (iv) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) above shall be a corporation, partnership, limited liability Issuer or trust apply) shall have by supplemental indenture confirmed that its Restricted Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes; (v) the Notes Guarantor shall be organized have by supplemental indenture confirmed that its Notes Guarantee shall apply to such Person’s obligations in respect of this Indenture and validly existing under the laws of Notes; (vi) the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction andconsolidation, if a supplemental indenture is required merger, conveyance, 77 contained in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating Indenture (as to such transaction have been complied withwhich the Trustee will be entitled to conclusively rely upon an Officers’ Certificate).

Only on Certain Terms. The Issuer Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or sell, transfer, lease, merge into it or convey, transfer or otherwise dispose of all or substantially all of lease its properties and assets substantially as an entirety to it, unless: (a) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless (i) the Person formed by such consolidation or into which the Issuer Company is merged or the Person that leases which acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property or properties and assets of the Issuer Company substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest (including all additional amounts, if any, payable pursuant to Section 1004) on all the obligations Securities and the performance of every covenant of this Indenture on the part of the Issuer under the Securities, this Indenture and any supplement Company to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (iib) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iiic) the Person formed by if, as a result of any such consolidationconsolidation or merger or such conveyance, the Person into which the Issuer is merged transfer or the Person that leases or acquireslease, by sale, transfer, conveyance or otherwise, all or substantially all of the property properties or assets of the IssuerCompany would become subject to a Mortgage which would not be permitted by Section 1006 without equally and ratably securing the Securities as provided therein, the Company or such successor corporation or Person, as the case may be, shall be a corporation, partnership, limited liability Issuer or trust and take such steps as shall be organized necessary effectively to secure the Securities equally and validly existing under the laws of the United States of America, any state thereof ratably with (or the District of Columbiaprior to) all indebtedness secured thereby pursuant to Section 1006. The Issuer shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withSection 802.

Only on Certain Terms. The Issuer Neither the Company nor the Guarantor shall not consolidate with or merge with or into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and neither the Company nor the Guarantor shall permit any Person to consolidate with or sell, transfer, lease, merge into the Company or the Guarantor or convey, transfer or otherwise dispose of all or substantially all of lease its properties and assets substantially as an entirety to the Company or the Guarantor, unless: (1) in case the Company or the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless (i) the Person formed by such consolidation or into which the Issuer Company or the Guarantor, as the case may be, is merged or the Person that leases which acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property or properties and assets of the Issuer Company or the Guarantor, as the case may be, substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, in the case of the Company, the due and punctual payment of the principal of and any premium and interest on all the obligations Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer Company to be performed or observed, and, in the case of the Guarantor, all obligations under the Securities, Guarantees and the performance or observance of every covenant of this Indenture and any supplement on the part of the Guarantor to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (ii2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company, the Guarantor or series any Subsidiary as a result of transactionssuch transaction as having been incurred by the Company, the Guarantor or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii3) the Person formed by if, as a result of any such consolidationconsolidation or merger or such conveyance, the Person into which the Issuer is merged transfer or the Person that leases or acquireslease, by sale, transfer, conveyance or otherwise, all or substantially all of the property properties or assets of the IssuerCompany or the Guarantor, as the case may 55 be, would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company, the Guarantor or such successor Person, as the case may be, shall be a corporation, partnership, limited liability Issuer or trust and take such steps as shall be organized and validly existing under necessary effectively to secure the laws of the United States of America, any state thereof Securities or the District of Columbia. The Issuer shall deliver to Guarantees, as the Trustee case may be, equally and ratably with (or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction to) all indebtedness secured thereby; and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Only on Certain Terms. The Issuer Company shall not not, in a single transaction or series of related transactions, consolidate with or merge with or into any other Personinto, or sell, transfer, leaseassign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties or assets to to, any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless unless: (i) the Person formed by such consolidation or into which the Issuer Company is merged or the Person that leases which acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property Company’s assets, as the case may be, is a Person (the “Successor Company”) organized and existing under the laws of Brazil or assets the United States of America (including any State thereof or the Issuer District of Columbia), and the Successor Company (if not the Company, as applicable) expressly assumes, by an a supplemental indenture supplemental heretoto this Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer Company’s obligations under the Securities, Notes and this Indenture and any supplement or amendment to this Indenture then in effect with respect to any SecuritiesIndenture; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall Default will have happened occurred and be continuing; and (iii) immediately after giving effect to such transaction, either (i) the Person formed by such consolidation, Successor Company would be able to Incur at least US$1.00 of Indebtedness pursuant to Section 1012(a) or (ii) the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all Covenant Net Debt to Covenant EBITDA Ratio of the property or assets Successor Company would be no greater than the Covenant Net Debt to Covenant EBITDA Ratio of the IssuerCompany immediately prior to such transaction; (iv) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) above shall be a corporation, partnership, limited liability Issuer or trust apply) shall have by supplemental indenture confirmed that its Restricted Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes; (v) the Notes Guarantor shall be organized have by supplemental indenture confirmed that its Notes Guarantee shall apply to such Person’s obligations in respect of this Indenture and validly existing under the laws of Notes; (vi) the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction andconsolidation, if a supplemental indenture is required in connection with such transactionmerger, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.conveyance, 77

Only on Certain Terms. The Issuer Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease it properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or sell, transfer, lease, merge with or into the Company or convey, transfer or otherwise dispose of all or substantially all of lease its properties and assets substantially as an entirety to the Company, unless: (1) in case the Company shall consolidate with or merge with or into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless (i) the Person corporation formed by such consolidation or into which the Issuer Company is merged or the Person that leases 41 48 which acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property or properties and assets of the Issuer Company substantially as an entirety shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest (including any Additional Interest) on all the obligations Securities and the performance of every covenant and every obligation of this Indenture on the part of the Issuer under the Securities, this Indenture and any supplement Company to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (ii2) immediately after giving effect to such transaction or series of transactionstransaction, no Event of Default, and no event which, after notice or lapse of time time, or both, would become an Event of Default, shall have happened occurred and be continuing; and (iii3) in the Person formed by case of the Securities of a series issued to a Republic New York Trust, such consolidation, merger, conveyance, transfer or lease is permitted under the Person into which the Issuer is merged related Trust Agreement and Republic New York Guarantee and does not give rise to any breach or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all violation of the property related Trust Agreement or assets of Republic New York Guarantee; and (4) the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that such proposed transaction andconsolidation, if a supplemental indenture is required in connection with such transactionmerger, conveyance, transfer or lease and any such supplemental indenture comply complies with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.; and the Trustee, subject to Section 6.1, may rely upon such Officers' Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1. SECTION

Only on Certain Terms. The Issuer Nothing contained in this Indenture shall not consolidate prevent the Company from consolidating with or merge with merging into another corporation or into any other Personconveying, transferring or sell, transfer, lease, convey, or otherwise dispose of all or substantially all of leasing its properties or and assets substantially as an entirety to any Person person, provided that (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless (ia) the Person formed by such consolidation or into which successor entity assumes the Issuer is merged or Company's applicable obligations on the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed Securities and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (iib) immediately after giving effect to such transaction or series of transactions, no Event of Default, and Default and; no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation. In addition, the Person into which Company may assign and delegate all of its rights and obligations under this Indenture, the Issuer is merged or Securities, any supplemental indenture relating to the Securities, the Deposit Agreement and all other documents, agreements and instruments related thereto to any Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially owns all of the property or assets ordinary shares of the IssuerCompany or to any Person that owns all of the ordinary shares of a Person that owns all of the ordinary shares of the Company, and upon any such Person assuming such rights and obligations the Company shall be a corporationautomatically released from such obligations, partnershipprovided that immediately after giving effect to such transaction no Event of Default and no event which, limited liability Issuer after notice or trust lapse of time or both, would become an Event of Default shall have happened and shall be continuing. In the event that any such successor entity is organized and validly existing under the laws of a country located outside of the United States Kingdom and withholding or deduction is required by law for or on account of Americaany present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within such country in which the successor entity is organized or by or within any state political subdivision thereof or any authority therein or thereof having power to tax, the District of Columbia. The Issuer successor entity shall deliver pay to the Trustee prior relevant Holder of the Global Securities or to the consummation relevant Holders of the proposed transaction an Officers’ Certificate and an Opinion of CounselDefinitive Registered Securities, each stating that such proposed transaction and, if a supplemental indenture is required in connection with such transactionas the case may be, such supplemental indenture comply with this Article additional amounts, under the same circumstances and that all conditions precedent herein provided subject to the same limitations as are specified for relating "United Kingdom Taxes," as is set forth under Section 1009 herein, but substituting for the United Kingdom in each place the name of the country under the laws of which such successor entity is organized. In addition such successor entity shall be entitled to effect optional tax redemptions under the same circumstances and subject to the same limitations as are set forth under Section 1108 herein, but substituting for the United Kingdom in each place the name of the country under the laws of which such transaction have been complied withsuccessor entity is organized.

Only on Certain Terms. The Issuer Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or sell, transfer, lease, merge into the Company or convey, transfer or otherwise dispose of all or substantially all of lease its properties and assets substantially as an entirety to the Company, unless: (1) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless (i) the Person formed by such consolidation or into which the Issuer Company is merged or the Person that leases which acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property or properties and assets of the Issuer Company substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the obligations Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer under the Securities, this Indenture and any supplement Company to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (ii2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or series any Subsidiary as a result of transactionssuch transaction as having been incurred by the Company or such Subsidiary at the time 51 of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii3) the Person formed by if, as a result of any such consolidationconsolidation or merger or such conveyance, the Person into which the Issuer is merged transfer or the Person that leases or acquireslease, by sale, transfer, conveyance or otherwise, all or substantially all of the property properties or assets of the IssuerCompany would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall be a corporation, partnership, limited liability Issuer or trust and take such steps as shall be organized necessary effectively to secure the Securities equally and validly existing under ratably with (or prior to) all indebtedness secured thereby; and (4) the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel, each stating that such proposed transaction consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. SECTION 802.

Only on Certain Terms. The Issuer Nothing contained in this Indenture shall not consolidate prevent the Company from consolidating with or merge with merging into another corporation or into any other Personconveying, transferring or sell, transfer, lease, convey, or otherwise dispose of all or substantially all of leasing its properties or and assets substantially as an entirety to any Person (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless Person; provided that (i) the Person formed by such consolidation or into which successor entity assumes the Issuer is merged or Company's applicable obligations on the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed Securities and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Event of Default, Default and no event whichthat, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation. In addition, the Person into which Company may assign and delegate all of its rights and obligations under this Indenture, the Issuer is merged or Securities, any supplemental indenture relating to the Securities, the Deposit Agreement and all other documents, agreements, and instruments related thereto to any Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially owns all of the property or assets ordinary shares of the IssuerCompany or to any Person that owns all of the ordinary shares of a Person that owns all of the ordinary shares of the Company, and upon any such Person assuming such rights and obligations, the Company shall be a corporationautomatically released from such obligations; provided that immediately after giving effect to such transaction no Event of Default and no event that, partnershipafter notice or lapse of time or both, limited liability Issuer or trust would become an Event of Default shall have happened and shall be continuing. In the event that any such successor entity is organized and validly existing under the laws of a country located outside of the United States Kingdom and withholding or deduction is required by law for or on account of Americaany present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within such country in which the successor entity is organized or by or within any state political subdivision thereof or any authority therein thereof having power to tax, the District of Columbia. The Issuer successor entity shall deliver pay to the Trustee prior relevant Holder of the Global Securities or to the consummation relevant Holders of the proposed transaction an Officers’ Certificate and an Opinion of Counseldefinitive Registered Securities, each stating that such proposed transaction and, if a supplemental indenture is required in connection with such transactionas the case may be, such supplemental indenture comply with this Article Additional Amounts, under the same circumstances and that all conditions precedent herein provided subject to the same limitations as are specified for relating "United Kingdom Taxes," as is set forth under Section 1009 herein, but substituting for the United Kingdom in each place the name of the country under the laws of which such successor entity is organized. In addition, such successor entity shall be entitled to effect optional tax redemptions under the same circumstances and subject to the same limitations as are set forth under Section 1108 herein, but substituting for the United Kingdom in each place the name of the country under the laws of which such transaction have been complied withsuccessor entity is organized.

Only on Certain Terms. The Issuer Company shall not consolidate with or merge with or into any other Person, corporation or sell, transfer, lease, convey, transfer or otherwise dispose of all or substantially all of lease its properties or and assets substantially as an entirety to any Person unless: (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless (i1) the Person corporation formed by such consolidation or into which the Issuer Company is merged (the "successor corporation") or the Person that leases which acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property or properties and assets of the Issuer Company substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations due and punctual payment of the Issuer under principal of (and premium, if any) and interest on all Notes and the Securities, performance of every covenant of this Indenture and any supplement on the part of the Company to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (ii2) immediately after giving effect to such transaction consolidation, merger, conveyance, transfer or series of transactionslease, no Event of Default, and no event which, after notice or lapse of time time, or both, would become an Event of Default, shall have happened occurred and be continuing; and (iii3) the Person formed by if, as a result of such consolidation, the Person into which the Issuer is merged merger, conveyance, transfer or the Person that leases or acquireslease, by sale, transfer, conveyance or otherwise, all or substantially all of the property properties or assets of the IssuerCompany would become subject to a mortgage, shall pledge, lien, security interest or other encumbrance which would not otherwise be a corporation, partnership, limited liability Issuer or trust permitted by this Indenture without making effective provision whereby the Notes then outstanding and shall be organized and validly existing under the laws any other indebtedness of the United States of AmericaCompany then entitled thereto will be equally and ratably secured with any and all indebtedness and obligations secured thereby, any state thereof the Company or the District of Columbia. The Issuer shall deliver successor corporation or Person, as the case may be, will take such action as will be necessary effectively to secure all Notes equally and ratably with (or prior to) all indebtedness secured thereby; and (4) the Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that such proposed transaction andconsolidation, if a supplemental indenture is required in connection with such transactionmerger, conveyance, transfer or lease and such supplemental indenture comply with this Article Twelve and that all conditions precedent herein provided for relating to such transaction consolidation, merger, conveyance or transfer have been complied with.

Only on Certain Terms. The Issuer Company shall not consolidate with or merge with or (which term shall include for the avoidance of doubt a scheme of arrangement) into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or sell, transfer, lease, merge into the Company or convey, trans-fer or otherwise dispose of all or substantially all of lease its properties and assets substantially as an entirety to the Company, unless: in case the Company shall xxxxxxx-date with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless (i) the Person formed by such consolidation consolida-tion or into which the Issuer Company is merged or the Person that leases which acquires by con-veyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property or properties and assets of the Issuer Company substantially as an entirety shall be a cor-poration, partnership or trust, shall be organized and validly existing under the laws of its jurisdiction of organization and shall expressly assumesassume, by an indenture supplemental sup-ple-mental hereto, executed and delivered to the Trustee, in form satisfactory satisfac-tory to the Trustee, the due and punctual payment of the principal of and any premium and inter-est (including all Additional Amounts, if any, payable pursuant to Section 1008) on all the obligations Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer under the Securities, this Indenture and any supplement Company to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (ii) immediately after giving effect to such trans-action and treating any indebted-ness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or series such Subsidiary at the time of transactionssuch trans-action, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; if, as a result of any such con-soli-dation or merger or such conveyance, transfer or lease, prop-erties or assets of the Company would become subject to an Encumbrance which would not be per-mitted by this Inden-ture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effec-tively to secure the Securi-ties equally and ratably with (iiior prior to) all indebtedness secured thereby; the Person formed by such consolidation, the Person consolidation or into which the Issuer Company is merged or to whom the Person that leases Company has conveyed, transferred or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property leased its properties or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be (if such Person is organized and validly existing under the laws of a jurisdiction other than Australia, any political subdivision thereof or the United States of AmericaStates, any state thereof State thereof, or the District of Columbia. The Issuer ) agrees to indemnify the Holder of each Security against (a) any tax, assessment or governmental charge imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of such consolidation, merger, conveyance, transfer or lease which is imposed or levied by or on behalf of that jurisdiction or any political subdivision or taxing authority thereof or therein as at that date such consolidation, merger, conveyance, transfer or lease is effective and (b) any costs or expenses of the act of such consolidation, merger, conveyance, transfer or lease; the Person formed by such consolidation or into which the Company is merged or to whom the Company has conveyed, transferred or leased its properties or assets (if such Person is organized and validly existing under the laws of a jurisdiction other than Australia or any political subdivision thereof) agrees that, with respect to the assumption of its obligations to pay Additional Amounts, if any, pursuant to Section 1008, the name of its jurisdiction of organization shall deliver be deemed to be substituted for Australia in each place that Australia appears in Section 1008 (except that the following clauses of Section 1008, which relate to specific provisions of Australian tax law, shall be deemed to be deleted from Section 1008 with respect to such Person: the proviso in Section 1008(1)(A); the parenthetical at the end of Section 1008(4); Section 1008(5); and Section 1008(6)); and the Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate Officer's Cer-tifi-cate and an Opinion of Counsel, each stating that such proposed transaction xxxxxxx-da-tion, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction transac-tion have been complied with.

Only on Certain Terms. The Issuer Company shall not consolidate with or merge with or into any other Person (in a transaction in which the Company is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: in case the Company shall consolidate with or sell, transfer, lease, merge into another Person (in a transaction in which the Company is not the surviving corporation) or convey, transfer or otherwise dispose of all or substantially all of lease its properties or and assets substantially as an entirety to any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless (i) the Person formed by such consolidation or into which the Issuer Company is merged or the Person that leases which acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property or properties and assets of the Issuer Company substantially as an entirety shall be a corporation, limited liability company, partnership or trust, or other business entity shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the obligations Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer under Company to be performed or observed and the Securitiesconversion rights shall be provided for in accordance with Article 14, this Indenture if applicable, or as otherwise specified pursuant to Section 3.1, by supplemental indenture satisfactory in form to the Trustee, executed and any supplement delivered to the Trustee, by the Person (if other than the Company) formed by such consolidation or amendment to this Indenture then in effect with respect to any Securitiesinto which the Company shall have been merged or by the Person which shall have acquired the Company's assets; (ii) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or series any Subsidiary as a result of transactionssuch transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened occurred and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel, each stating that such proposed transaction consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Only on Certain Terms. The Issuer Subject to the provisions of Section 8.1, nothing contained herein shall not consolidate with prevent any consolidation or merge merger of the Company with or into any other PersonPerson (whether or not affiliated with the Company), or sell, transfer, lease, conveysuccessive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or otherwise dispose of all or substantially all of its properties or assets to shall prevent any Person (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless (i) the Person formed by such consolidation or into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwiselease (or successive sales, all conveyances or substantially all leases) of the property or assets of the Issuer expressly assumesCompany, by substantially as an indenture supplemental heretoentirety, executed to any other Person (whether or not affiliated with the Company), authorized to acquire and delivered to operate the Trusteesame and which, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (ii) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuereach case, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer , provided, that (i) upon any such consolidation, merger, sale, conveyance or lease, if the Company is not the surviving entity, the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions to be performed by the Company hereunder and under the Related Agreements, shall deliver be expressly and unconditionally assumed, by agreement in form and substance reasonably satisfactory to the Trustee prior Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, executed and delivered to the consummation of Noteholders by the proposed transaction an Officers’ Certificate Person (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired or leased such property, (ii) the agreement referred to in clause (i) shall provide for the applicable conversion rights set forth in Section 7.6 and an Opinion of Counselthe applicable repurchase rights set forth in Section 8.5, each stating that such proposed transaction and, if a supplemental indenture is required in connection with (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (iv) the Company or the Person formed by such supplemental indenture comply consolidation, or into which the Company shall have been merged, or which shall have acquired or leased such property, as applicable, shall have delivered an Officer's Certificate to the Noteholders to the effect that such consolidation, merger, sale, conveyance or lease complies with this Article the terms hereof and that all conditions precedent herein provided for herein relating to such transaction have been complied with.

Only on Certain Terms. The Issuer Neither the Company nor the Guarantor shall not consolidate with or merge with or into any other Person, Person or sell, transfer, lease, convey, transfer or otherwise dispose of lease all or substantially all of its properties or and assets to any Person, and neither the Company nor the Guarantor shall permit any Person (including pursuant to a statutory arrangement)consolidate with or merge into the Company or the Guarantor, whether in a single transaction as the case may be, or series convey, transfer or lease all or substantially all of related transactionsits properties and assets to the Company or the Guarantor, as the case may be, unless either: (ia) in case the Company or the Guarantor, as the case may be, shall consolidate with or merge into another Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, the Person formed by such consolidation or into which the Issuer Company or the Guarantor, as the case may be, is merged or the Person that leases which acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property or properties and assets of the Issuer Company or the Guarantor, as the case may be, shall be (i) a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States or (ii) a corporation, limited liability company, partnership or trust organized and validly existing under the laws of a jurisdiction other than the United States (a "Foreign Entity") that shall expressly assumesassume, by an indenture -------------- supplemental hereto, hereto executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, in the case of the Company, the due and punctual payment of the principal of (and premium, if any) and interest and Additional Amounts on all the obligations Securities and Coupons and the performance and observance of every covenant of this Indenture on the part of the Issuer Company to be performed or observed and shall have provided for conversion rights in accordance with Article Twelve, and, in the case of the Guarantor, the due and punctual performance of the Guarantees and the performance and observance of every covenant of this Indenture on the part of the Guarantor to be performed or observed. In the event that such Person is a Foreign Entity, it shall expressly agree to make payments under the SecuritiesSecurities and Coupons free of any deduction or withholding for any and all then existing or future withholding taxes, this Indenture levies, imposts and charges whatsoever imposed by or for the account of the jurisdiction where such Foreign Entity is generally subject to taxation (or any supplement political subdivision or amendment taxing authority thereof or therein) in a manner equivalent to this Indenture then in effect with respect that set forth herein, subject to any Securitiesthe exceptions contained elsewhere herein; (iib) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or series one of transactionsits Subsidiaries or of the Guarantor or one of its Subsidiaries as a result of such transaction as having been incurred by the Company, the Guarantor or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iiic) the Person formed by such consolidation, the Person into which the Issuer is merged Company or the Person that leases or acquiresGuarantor, by saleas the case may be, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel, each stating that such proposed transaction consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Only on Certain Terms. The Issuer Nothing contained in this Indenture or in any of the Securities shall not consolidate with prevent any consolidation, amalgamation or merge merger of the Company with or into any other Personcorporation or corporations (whether or not an Affiliate), or sellsuccessive consolidations, transfer, lease, conveyamalgamations or mergers in which the Company or its successor or successors shall be a party or parties, or otherwise dispose shall prevent any sale, conveyance or lease of all or substantially all the property of its properties or assets the Company, to any Person other corporation (including pursuant whether or not an Affiliate) authorized to a statutory arrangement)acquire and operate the same; provided, whether in a single transaction however, and the Company hereby covenants and agrees, that any such consolidation, amalgamation, merger, sale, conveyance or series of related transactions, unless lease shall be upon the condition that (i) the Person formed by immediately after such consolidation or into which the Issuer is merged or the Person that leases or acquiresconsolidation, by amalgamation, merger, sale, transfer, conveyance or otherwiselease the corporation (whether the Company or such other corporation) formed by or surviving any such consolidation, all amalgamation or substantially merger, or to which such sale, conveyance or lease shall have been made (the Successor Corporation), 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 Company; and (ii) the due and punctual payment of the principal of and interest on all of the property or assets Securities, according to their tenor, and the due and punctual performance and observance of all of the Issuer covenants and conditions of this Indenture to be performed or observed by the Company, shall be expressly assumesassumed, by an supplemental indenture supplemental heretosatisfactory in form to the Trustee, executed and delivered to the Trustee, in form satisfactory to by the TrusteeSuccessor Corporation (if other than the Company). If, all the obligations of the Issuer under the Securities, this Indenture and upon any supplement or amendment to this Indenture then in effect with respect to any Securities; (ii) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged amalgamation or the Person that leases merger, or acquires, by upon any such sale, transfer, conveyance or otherwiselease, or upon any consolidation, amalgamation or merger of any Restricted Subsidiary, or upon the sale, conveyance or lease of all or substantially all the property of any Restricted Subsidiary to any other corporation, any Principal Property of the property Company or assets of any Restricted Subsidiary or any shares of stock or indebtedness of any Restricted Subsidiary owned by the Company or a Restricted Subsidiary immediately prior thereto or immediately thereafter would thereupon become subject to any mortgage securing any Indebtedness, unless assumption of such mortgage would be permitted under Section 1007 without securing the Outstanding Securities, the Company, prior to such consolidation, amalgamation, merger, sale, conveyance or lease, will secure or cause to be secured by indenture supplemental hereto, the due and punctual payment of the Issuerprincipal of and interest on the Securities (together with, if and to the extent the Company shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of Americaso determine, any state thereof other indebtedness or the District of Columbia. The Issuer shall deliver other obligation then existing or thereafter created) by a direct mortgage equally and ratably with (or prior to) any and all indebtedness and obligations secured or to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate be secured thereby and an Opinion of Counsel, each stating that so long as such proposed transaction and, if a supplemental indenture indebtedness is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withso secured.

Only on Certain Terms. The Issuer Company shall not not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other PersonPerson or permit any other Person to consolidate with or merge into the Company or, directly or sellindirectly, transfer, lease, convey, sell, lease or otherwise dispose of all or substantially all of its properties or assets to any Person assets, unless: (including pursuant to a statutory arrangement), whether 1) in a single transaction or series of related transactions, unless (i) the Person formed by such consolidation or into in which the Issuer is merged Company does not survive or in which the Person that Company transfers, conveys, sells, leases or acquires, by sale, transfer, conveyance or otherwise, otherwise disposes of all or substantially all of its assets, the property successor entity (for purposes of this Article Eight, a “Successor Company”) shall be a corporation, partnership, trust or assets other entity organized and validly existing under the laws of the Issuer United States of America, any State thereof or the District of Columbia, and shall expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the obligations Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer under the Securities, this Indenture and any supplement Company to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (ii2) immediately before and after giving pro forma effect to such transaction and treating any indebtedness which becomes an obligation of the Company or series any Subsidiary as a result of transactionssuch transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii3) the Person formed by if, as a result of any such consolidationconsolidation or merger or such transfer, the Person into which the Issuer is merged or the Person that leases or acquiresconveyance, by sale, transferlease or other disposition, conveyance or otherwise, all or substantially all of the property properties or assets of the IssuerCompany would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or the Successor Company, as the case may be, shall be a corporation, partnership, limited liability Issuer or trust and take such steps as shall be organized necessary effectively to secure the Securities equally and validly existing under ratably with (or prior to) all indebtedness secured thereby; (4) any other conditions provided pursuant to Section 3.1 with respect to the laws Securities of a series are satisfied; and (5) the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction consolidation, merger, transfer, conveyance, sale, lease or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Only on Certain Terms. The Issuer shall Company will not, and will not permit any of the Restricted Subsidiaries to, consolidate with or merge with or into any other Person, Person or sell, transfer, leaseassign, convey, lease or otherwise dispose of transfer all or substantially all of its properties or and assets to any Person (including pursuant to a statutory arrangement), whether in a single transaction or through a series of related transactions, unless (i) the Person formed by if such consolidation transaction or into which the Issuer is merged or the Person that leases or acquires, by series of transactions would result in a sale, transferconveyance, conveyance lease, transfer or otherwise, other disposition of all or substantially all of the property or properties and assets of the Issuer Company and the Restricted Subsidiaries, taken as a whole, unless: (i) the resulting, surviving or transferee Person (the "Surviving entity") shall be a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia; (ii) the surviving entity shall expressly assumesassume, by an supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Issuer Company under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securitiesthe Securities and the Registration Rights Agreements; (iiiii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have happened occurred and be continuingcontinuing under this Indenture; and (iiiiv) the Person formed by such consolidation, the Person into which the Issuer is merged Company or the Person that leases surviving entity (if the transaction or acquires, by sale, transfer, conveyance or otherwise, all or substantially all series of transactions involves the property or assets of the Issuer, Company) shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver have delivered to the Trustee prior to the consummation of the proposed transaction under this Indenture an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that such proposed transaction consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transactiontransaction or series of transactions, each such supplemental indenture comply complies with this Article covenant and that all conditions precedent herein provided for in this Indenture relating to the transaction or series of transactions have been satisfied; and (v) the Company or the surviving entity (if the transaction or series of transactions involves the Company) shall immediately after giving effect to such transaction have been complied withor se- ries xx transactions on pro forma basis (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of the transaction or series of transactions) be permitted to incur $1.00 of additional Indebtedness under clause (j) of Section 10.11 and other applicable restrictions on additional Indebtedness.

Only on Certain Terms. The Issuer Nothing contained in this Indenture or in the Securities of any series shall not consolidate prevent the Company or the Guarantor from consolidating with or merge with merging into another corporation or into any other Personcorporations, or sellsuccessive consolidations or mergers or conveying, transfertransferring, lease, convey, leasing or otherwise dispose of all or substantially all disposing of its properties or and assets substantially as an entirety to any Person person, provided that (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless (ia) the Person formed by such consolidation or into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially successor entity expressly assumes all of the property Company's applicable obligations on the Securities or assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the Guarantor's applicable obligations of the Issuer under the SecuritiesGuarantee, this Indenture as the case may be, and any supplement or amendment to this Indenture then in effect with respect to any Securities; (iib) immediately after giving effect to such transaction or series of transactions, no Event of Default, Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; . In addition, each of the Company and (iii) the Person formed by such consolidationGuarantor may assign and delegate all of its rights and obligations on the Securities of any series, under this Indenture, on the Person into which the Issuer is merged or the Guarantee and all other documents, agreements and instruments related thereto, as applicable, to any Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially owns all of the property or assets ordinary shares of the IssuerCompany or the Guarantor or to any Person that owns all of the ordinary shares of a Person that owns all of the ordinary shares of the Company or the Guarantor, and upon any such Person assuming such rights and obligations the Company or the Guarantor shall be a corporationautomatically released from such obligations, partnershipprovided that immediately after giving effect to such transaction no Event of Default, limited liability Issuer and no event which, after notice or trust lapse of time or both, would become an Event of Default shall have happened and shall be continuing. In the event that any such successor entity is organized and validly existing under the laws of the United States or is managed or controlled or has a place of Americabusiness in a jurisdiction located outside of a Taxing Jurisdiction and withholding or deduction is required by law for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within such jurisdiction or by or within any state political subdivision thereof or any authority therein or thereof having power to tax, the District of Columbia. The Issuer successor entity shall deliver pay to the Trustee prior relevant Holder of the Securities of such series such Additional Amounts, under the same circumstances and subject to the consummation same limitations as are specified for in Section 1009 hereof, but substituting for the applicable Taxing Jurisdiction in each place the name of such jurisdiction. In addition, such successor entity shall be entitled to effect an optional tax redemption under the same circumstances and subject to the same limitations as are set forth in Section 1108 hereof, but substituting for the applicable Taxing Jurisdiction in each place the name of the proposed transaction an Officers’ Certificate country under the laws of which such successor entity is organized, managed and an Opinion controlled or has a place of Counsel, each stating that business and substituting the date of such proposed transaction and, if a supplemental indenture is required in connection with succession for the date of original issuance of the Securities of such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withseries.

Only on Certain Terms. The Issuer Nothing contained in this Indenture or in any of the Securities shall not consolidate with prevent any consolidation or merge merger of the Guarantor with or into any other PersonPerson or Persons (whether or not affiliated with the Guarantor), or sellsuccessive consolidations or mergers in which either the Guarantor will be the continuing entity or the Guarantor or its successor or successors shall be a party or parties, transferor shall prevent any conveyance, leasetransfer or lease of all or substantially all of the property of the Guarantor, to any other Person (whether or not affiliated with the Guarantor); provided, however, that: (1) in case the Guarantor shall consolidate with or merge into another Person or convey, transfer or otherwise dispose of lease all or substantially all of its properties or and assets to any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless (i) the Person entity formed by such consolidation or into which the Issuer Guarantor is merged or the Person that leases which acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property or properties and assets of the Issuer Guarantor shall be a Person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assumesassume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed and delivered by the Issuer and the successor Person to the Trustee, in form satisfactory to the Trustee, all the obligations obligation of the Issuer Guarantor under the Securities, Guarantee and the performance of every other covenant of this Indenture and any supplement on the part of the Guarantor to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (ii2) immediately after giving effect to such transaction or series of transactionstransaction, no Event of Default, Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii3) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all each of the property or assets of Guarantor and the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver successor Person has delivered to the Trustee prior to the consummation of the proposed transaction an a Guarantor's Officers’ ' Certificate and an Opinion of Counsel, each stating that such proposed transaction andconsolidation, if a supplemental indenture is required in connection with such transactionmerger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. Section 804. Successor Person Substituted for Guarantor. Upon any consolidation or merger or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Guarantor to any Person in accordance with Section 803, the successor Person formed by such consolidation or into which the Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture with the same effect as if such successor Person had been named as the Guarantor herein, and thereafter, except in the case of a lease to another Person, the predecessor Person shall be released from all obligations and covenants under this Indenture. Section 805.

Only on Certain Terms. The Issuer Parent shall not in a single transaction or a series of related transactions consolidate with or merge with or into any other Person, Person or sell, transfer, leaseassign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties or and assets substantially as an entirety to any other Person (including pursuant or Persons or permit any Subsidiary to a statutory arrangement), whether in a single enter into any such transaction or series of related transactions, if such transaction or series of related transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of Parent and its Subsidiaries on a consolidated basis substantially as an entirety to any Person or Persons, unless at the time and immediately after giving effect thereto: (i) either (a) Parent will be the continuing corporation or (b) the Person (if other than Parent) formed by such consolidation or into which the Issuer Parent or such Subsidiary is merged or the Person that leases or acquires, which acquires by sale, conveyance, transfer, conveyance lease or otherwiseother disposition, all or substantially all of the property or properties and assets of Parent and its Subsidiaries on a consolidated basis substantially as an entirety (the Issuer expressly assumes"SURVIVING Entity"), by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; will (ii1) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be corporation organized and validly existing under the laws of the Republic of Poland, the Netherlands, Germany, the United Kingdom, France or the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver Columbia and (2) expressly assume by a supplemental indenture to this Indenture in form satisfactory to the Trustee Trustee, Parent's obligations pursuant to the Guarantee for the due and punctual payment of the principal of, premium, if any, on and interest, and Additional Amounts, if any, on all the Notes and the performance and observance of every covenant of this Indenture on the part of Parent to be performed or observed; (ii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of Parent or any Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (on the assumption that the transaction or series of transactions occurred on the first day of the latest fiscal quarter for which consolidated financial statements of Parent are available immediately prior to the consummation of such transaction or series of transactions with the proposed appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation), either (A) Parent or the Surviving Entity, as the case may be, could incur at least (euro)1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions of Section 9.9 or (B) (i) Parent or the Surviving Entity, as the case may be, would have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of Parent immediately preceding the transaction, and (ii) Parent or the Surviving Entity, as applicable, would have a Consolidated Indebtedness to Annualized Consolidated Operating Cash Flow Ratio that is equal to or lower than such ratio of Parent immediately preceding such transaction, and (iv) if any of the property or assets of Parent or any of their Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of Section 9.13 are complied with. In connection with any such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition, Parent or the Surviving Entity, as the case may be, shall deliver to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that such proposed transaction andconsolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with the requirements of this Article Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. Notwithstanding the foregoing, the provisions of this paragraph will not apply to any transaction for the sole purpose of changing a Subsidiary's corporate organization from a Polish limited liability company to a Polish joint stock company or from a Polish joint stock company to a Polish limited liability company.

Only on Certain Terms. The Issuer Company shall not consolidate with or merge with or into any other Person, Person or sell, transfer, lease, convey, transfer or otherwise dispose of lease its properties and assets substantially as an entirety to any Person and the Company shall not permit any person to consolidate with or merge into the Company or convey transfer or lease all or substantially all of its properties or and assets to any Person (including pursuant to a statutory arrangement)the Company, whether in a single transaction or series of related transactions, unless (i) unless: the Person formed by such consolidation or into which the Issuer Company is merged or the Person that leases which acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property or properties and assets of the Issuer Company substantially as an entirety shall be a Corporation, partnership, limited liability company or trust, shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the obligations Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer under the Securities, this Indenture and any supplement Company to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by if, as a result of any such consolidationconsolidation or merger or such conveyance, the Person into which the Issuer is merged transfer or the Person that leases or acquireslease, by sale, transfer, conveyance or otherwise, all or substantially all of the property properties or assets of the IssuerCompany would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall be a corporation, partnership, limited liability Issuer or trust and take such steps as shall be organized necessary to effectively secure the Securities equally and validly existing under ratably with (or prior to) all indebtedness secured thereby; and the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver Company has delivered to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Only on Certain Terms. The Issuer Except as contemplated pursuant to the terms of the Merger Agreement (so long as the Merger Agreement has not been terminated pursuant to Article VII thereof), neither the Company nor American Water Works shall not consolidate with or merge with or into any other Corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, or sell, transfer, lease, convey, or otherwise dispose of all or substantially all of its properties or assets to any Person unless: (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless (i1) the Person Corporation formed by any such consolidation or into which the Issuer it is merged or the Person that leases acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisethat leases, all or its properties and assets substantially all as an entirety shall be a Corporation organized and existing under the laws of the property United States of America, any State thereof or assets the District of Columbia and shall expressly assume, in the case of the Issuer expressly assumesCompany, by an indenture supplemental heretothe due and punctual payment of the principal of (and premium, executed if any) and delivered to interest on the TrusteeNotes, the performance of every covenant of this Agreement on the part of the Company or American Water Works, as applicable, and in form satisfactory to the Trusteecase of American Water Works, all the obligations of the Issuer under the Securities, this Indenture and any supplement Support Agreement to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (ii2) immediately after giving effect to such transaction or series of transactionstransaction, no Event of Default, and no event whichthat, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii3) the Person formed by such consolidationCompany or American Water Works, as applicable, has delivered to the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all holders of the property or assets of the Issuer, shall be a corporation, partnership, limited liability Issuer or trust and shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia. The Issuer shall deliver to the Trustee prior to the consummation of the proposed transaction Notes an Officers’ ' Certificate and an Opinion of Counsel, each stating that such proposed transaction andconsolidation, if a supplemental indenture is required in connection with such transactionmerger, such supplemental indenture comply conveyance, transfer or lease complies with this Article Section 10.2 and that all conditions precedent herein provided for relating to such transaction have been complied with. The Company covenants and agrees that if, upon its consolidation with or merger into any other Corporation, or upon any consolidation or merger of any other Corporation with or into it, or upon any sale or conveyance of all or substantially all of its property and assets to any other Corporation, any of its property or any property of its Subsidiaries, if any, would thereupon become subject to any mortgage, security interest, pledge, lien or other encumbrance not permitted by Section 10.1 hereof, prior to or concurrently with such consolidation, merger, sale or conveyance, it will effectively secure the Notes (equally and ratably with (or prior to) any other indebtedness of or guaranteed by it then entitled thereto) by a direct lien, on such of its property or such property of a Subsidiary or such indebtedness issued by a Subsidiary, prior to all liens other than any theretofore existing thereon.

Only on Certain Terms. The Issuer Neither the Company nor the Guarantor shall not consolidate with or merge with or into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and neither the Company nor the Guarantor shall permit any Person to consolidate with or sell, transfer, lease, merge into it or convey, transfer or otherwise dispose of all or substantially all of lease its properties and assets substantially as an entirety to it, unless: (a) in case the Company or the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person (including pursuant to a statutory arrangement)Person, whether in a single transaction or series of related transactions, unless (i) the Person formed by such consolidation or into which the Issuer Company or the Guarantor is merged or the Person that leases which acquires by conveyance or acquires, by sale, transfer, conveyance or otherwisewhich leases, all or substantially all of the property or properties and assets of the Issuer Company or the Guarantor substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest (including all additional amounts, if any, payable pursuant to Section 1004) on all the obligations Securities and the performance of every covenant of this Indenture on the part of the Issuer under Company or the Securities, this Indenture and any supplement Guarantor to be performed or amendment to this Indenture then in effect with respect to any Securitiesobserved; (iib) immediately after giving effect to such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iiic) the Person formed by if, as a result of any such consolidationconsolidation or merger or such conveyance, the Person into which the Issuer is merged transfer or the Person that leases or acquireslease, by sale, transfer, conveyance or otherwise, all or substantially all of the property properties or assets of the IssuerCompany would become subject to a Mortgage which would not be permitted by Section 1006 without equally and ratably securing the Securities as provided therein, the Company or such successor corporation or Person, as the case may be, shall be a corporation, partnership, limited liability Issuer or trust and take such steps as shall be organized necessary effectively to secure the Securities equally and validly existing under the laws of the United States of America, any state thereof ratably with (or the District of Columbiaprior to) all indebtedness secured thereby pursuant to Section 1006. The Issuer shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withSection 802.

Only on Certain Terms. The Issuer Company shall not consolidate with or merge with or into any other corporation, or convey or otherwise transfer, or lease, as, or substantially as, an entirety the Mortgaged Property to any Person, or sell, transfer, lease, convey, or otherwise dispose of all or substantially all of its properties or assets to any Person (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless (i) unless: the Person corporation formed by such consolidation or into which the Issuer Company is merged or the Person that leases which acquires by conveyance or acquires, by sale, other transfer, conveyance or otherwisewhich leases, all as, or substantially all of the property or assets of the Issuer expressly assumesas, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (ii) immediately after giving effect to entirety such transaction or series of transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer, Mortgaged Property shall be a corporation, partnership, limited liability Issuer or trust and shall be corporation organized and validly existing under the laws of the United States of AmericaStates, any state State or Territory thereof or the District of Columbia. The Issuer Columbia (such corporation being hereinafter sometimes called the "Successor Company") and shall execute and deliver to the Trustee an indenture supplemental hereto, in form recordable and reasonably satisfactory to the Trustee, which: in the case of a consolidation, merger, conveyance or other transfer, or in the case of a lease if the term thereof extends beyond the last Stated Maturity of the Securities then Outstanding, contains an express assumption by the Successor Company of the due and punctual payment of the principal of and premium, if any, and interest, if any, on all the Securities then Outstanding and the performance and observance of every covenant and condition of this Indenture to be performed or observed by the Company, andin the case of a consolidation, merger, conveyance or other transfer contains a grant, conveyance, transfer and mortgage by the Successor Company, of the same tenor of the Granting Clauses herein, confirming the Lien of this Indenture on the Mortgaged Property (as constituted immediately prior to the consummation time such transaction became effective) and subjecting to the Lien of this Indenture all property, real, personal and mixed, thereafter acquired by the Successor Company which shall constitute an improvement, extension or addition to the Mortgaged Property (as so constituted) or a renewal, replacement or substitution of or for any part thereof, and,at the election of the proposed Successor Company, subjecting to the Lien of this Indenture such property, real, personal or mixed, in addition to the property described in subclause (A) above, then owned or thereafter acquired by the Successor Company as the Successor Company shall, in its sole discretion, specify or describe therein, and the Lien confirmed or created by such grant, conveyance, transfer and mortgage shall have force, effect and standing similar to those which the Lien of this Indenture would have had if the Company had not been a party to such consolidation, merger, conveyance or other transfer and had itself, after the time such transaction became effective, purchased, constructed or otherwise acquired the property subject to such grant, conveyance, transfer and mortgage; in the case of a lease, such lease shall be made expressly subject to termination at any time during the continuance of an Officers’ Event of Default, by (i) the Company or the Trustee and (ii) the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or pursuant to judicial proceedings;the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, Counsel each stating of which shall state that such proposed transaction andconsolidation, if a supplemental indenture is required in connection with such transactionmerger, conveyance or other transfer or lease, and such supplemental indenture indenture, comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; andimmediately after giving effect to such transaction (and treating any debt that becomes an obligation of the Successor Company as a result of such transaction as having been incurred by the Successor Company at the time of such transaction), no Default or Event of Default shall have occurred and be continuing. As used in this Article and in Section 1810(d), the terms "improvement", "extension" and "addition" shall be limited to (a) with respect to real property subject to the Lien of this Indenture, any item of personal property which has been so affixed or attached to such real property as to be regarded a part of such real property under applicable law and (b) with respect to personal property subject to the Lien of this Indenture, any improvement, extension or addition to such personal property which (i) is made to maintain, renew, repair or improve the function of such personal property and (ii) is physically installed in or affixed to such personal property.

Only on Certain Terms. The Issuer Nothing contained in this Indenture shall not consolidate prevent the Company from consolidating with or merge with merging into another corporation or into any other Personconveying, transferring or sell, transfer, lease, convey, or otherwise dispose of all or substantially all of leasing its properties or and assets substantially as an entirety to any Person (including pursuant to a statutory arrangement), whether in a single transaction or series of related transactions, unless Person; provided that (i) the Person formed by such consolidation or into which successor entity assumes the Issuer is merged or Company’s applicable obligations on the Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially all of the property or assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed Securities and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement or amendment to this Indenture then in effect with respect to any Securities; (ii) immediately after giving effect to such transaction or series of transactionstransaction, no Event of Default, Default and no event whichthat, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Person formed by such consolidation. In addition, the Person into which Company may assign and delegate all of its rights and obligations under this Indenture, the Issuer is merged or Securities, any supplemental indenture relating to the Securities, the Deposit Agreement and all other documents, agreements, and instruments related thereto to any Person that leases or acquires, by sale, transfer, conveyance or otherwise, all or substantially owns all of the property or assets ordinary shares of the IssuerCompany or to any Person that owns all of the ordinary shares of a Person that owns all of the ordinary shares of the Company, and upon any such Person assuming such rights and obligations, the Company shall be a corporationautomatically released from such obligations; provided that immediately after giving effect to such transaction no Event of Default and no event that, partnershipafter notice or lapse of time or both, limited liability Issuer or trust would become an Event of Default shall have happened and shall be continuing. In the event that any such successor entity is organized and validly existing under the laws of a country located outside of the United States Kingdom and withholding or deduction is required by law for or on account of Americaany present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within such country in which the successor entity is organized or by or within any state political subdivision thereof or any authority therein thereof having power to tax, the District of Columbia. The Issuer successor entity shall deliver pay to the Trustee prior relevant Holder of the Global Securities or to the consummation relevant Holders of the proposed transaction an Officers’ Certificate and an Opinion of Counseldefinitive Registered Securities, each stating that such proposed transaction and, if a supplemental indenture is required in connection with such transactionas the case may be, such supplemental indenture comply with this Article Additional Amounts, under the same circumstances and that all conditions precedent herein provided subject to the same limitations as are specified for relating “United Kingdom Taxes,” as is set forth under Section 1009 herein, but substituting for the United Kingdom in each place the name of the country under the laws of which such successor entity is organized. In addition, such successor entity shall be entitled to effect optional tax redemptions under the same circumstances and subject to the same limitations as are set forth under Section 1108 herein, but substituting for the United Kingdom in each place the name of the country under the laws of which such transaction have been complied withsuccessor entity is organized.