Common use of The Issuer Clause in Contracts

The Issuer. (a) The Issuer may not consolidate, amalgamate or merge with or into or wind up into (whether or not the Issuer is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: (i) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Issuer”); (ii) the Successor Issuer, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Securities and this Indenture pursuant to a supplemental indenture; (iii) immediately after giving effect to such transaction, no default or Event of Default shall have occurred and be continuing; (iv) if the Successor Issuer is other than the Issuer, each Guarantor, unless it is the other party to the transactions, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Successor Issuer’s obligations under this Indenture and each series of Securities; and (v) the Successor Issuer shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with this Indenture; provided, however, that, notwithstanding the foregoing clause (iii), (A) the Issuer may consolidate or amalgamate with or merge with or into or wind up into an Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in the United States, any state thereof, the District of Columbia or any territory thereof; and (B) the Issuer may be converted into, or reorganized or reconstituted in the United States, any state thereof, the District of Columbia or any territory thereof. (b) The Successor Issuer (if other than the Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and the Securities and in such event the Issuer will automatically be released and discharged from its obligation under this Indenture and the Securities.

The Issuer. (a) The Issuer may not consolidatenot, amalgamate in any transaction or series of related transactions consolidate with or merge with or into or wind up into (whether or not the Issuer is the surviving entitysurvives), or sell, assign, convey, transfer, lease or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Issuer to sell, assign, transfer, lease, convey or otherwise dispose of of) all or substantially all of its properties the Issuer’s property and assets whether as an entirety or assets, in one or more related transactionssubstantially as an entirety, to any Person Person, unless: (i) either: (A) if the transaction or series of transactions is a consolidation of the Issuer is with or a merger of the Issuer with or into any other Person, the Issuer shall be the surviving Person of such merger or consolidation; or (B) the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than with or into the Issuer) , or to which such sale, assignment, transfer, lease, conveyance all or other disposition will have been made is a Person organized or existing under the laws substantially all of the jurisdiction of organization properties and assets of the Issuer and its Restricted Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of, shall be a corporation or limited liability company organized and existing under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereof (Columbia; provided that if the Issuer (or the surviving Person) is a limited liability company there shall be a co-issuer that is a corporation; and such PersonPerson shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all of the obligations of the Issuer, under the Notes and this Indenture and, in each case, this Indenture, as the case may beso supplemented, being herein called the “Successor Issuer”); shall remain in full force and effect and (ii) by amendment, supplement or other instrument (in form reasonably satisfactory to the Successor IssuerTrustee and the Collateral Agent), if other than executed and delivered to the IssuerTrustee and the Collateral Agent, expressly assumes all the obligations of the Issuer under the Securities Collateral Documents, and this Indenture pursuant in connection therewith shall cause such instruments to a supplemental indenturebe filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; (iiiii) immediately before and after giving effect to such transactiontransaction or series of transactions on a pro forma basis (including any Indebtedness Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions), no default Default or Event of Default shall have occurred and be continuing; (iv) if the Successor Issuer is other than the Issuer, each Guarantor, unless it is the other party to the transactions, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Successor Issuer’s obligations under this Indenture and each series of Securities; and (viii) at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable period (but without giving effect to the costs and expenses of such transaction), (x) the Successor Issuer or the successor entity to the Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 5.09(a) or (y) the Fixed Charge Coverage Ratio for the Company (or if applicable, the successor entity to the Company) and its Restricted Subsidiaries on a consolidated basis would be not less than the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries on a consolidated basis immediately prior to such transaction. The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Restricted Subsidiary to any Guarantor or the Issuer or the consolidation or merger of any Restricted Subsidiary with or into any Guarantor or the Issuer; provided that the surviving Issuer shall have deliveredbe a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by the foregoing provisions, the Issuer shall deliver, or cause to be delivered, to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that such consolidation, amalgamationmerger, merger sale, assignment, conveyance, transfer, lease or transfer other disposition and such any supplemental indenture, if any, indenture in respect thereof comply with the requirements of this Indenture; provided, however, that, notwithstanding . Such Officers’ Certificate shall set forth the foregoing manner of determination of the Issuer’s compliance with clause (iii), (A) the Issuer may consolidate or amalgamate with or merge with or into or wind up into an Affiliate of the Issuer solely for the purpose first paragraph of reincorporating the Issuer in the United States, any state thereof, the District of Columbia or any territory thereof; and this subsection (B) the Issuer may be converted into, or reorganized or reconstituted in the United States, any state thereof, the District of Columbia or any territory thereofa). (b) The Successor Issuer (if other than the Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and the Securities and in such event the Issuer will automatically be released and discharged from its obligation under this Indenture and the Securities.

The Issuer. The Issuer hereby makes the following representations and warranties to the Purchaser, as of the Closing Date, and the Purchaser shall be deemed to have relied on such representations and warranties in purchasing the Notes: (a) The Issuer may not consolidate, amalgamate or merge with or into or wind up into (whether or not the Issuer has been duly organized and is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, validly existing and in one or more related transactions, to any Person unless: (i) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is good standing as a Person organized or existing limited partnership under the laws of the jurisdiction State of organization Delaware, with requisite power and authority to own its properties and to transact the business in which it is now engaged, and is duly qualified to do business and is in good standing (or is exempt from such requirements) in each State of the United States where the nature of its business requires it to be so qualified and the failure to be so qualified and in good standing would have a material adverse effect on the Issuer or the laws any of the United States, any state thereof, the District of Columbia Properties or any territory thereof (adverse effect on the Issuer or such Person, as the case may be, being herein called the “Successor Issuer”); (ii) the Successor Issuer, if other than the Issuer, expressly assumes all the obligations interests of the Issuer under the Securities and this Indenture pursuant to a supplemental indenture; (iii) immediately after giving effect to such transaction, no default or Event of Default shall have occurred and be continuing; (iv) if the Successor Issuer is other than the Issuer, each Guarantor, unless it is the other party to the transactions, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Successor Issuer’s obligations under this Indenture and each series of Securities; and (v) the Successor Issuer shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with this Indenture; provided, however, that, notwithstanding the foregoing clause (iii), (A) the Issuer may consolidate or amalgamate with or merge with or into or wind up into an Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in the United States, any state thereof, the District of Columbia or any territory thereof; and (B) the Issuer may be converted into, or reorganized or reconstituted in the United States, any state thereof, the District of Columbia or any territory thereofPurchaser. (b) The Successor Issuer issuance, sale, assignment and conveyance of the Notes, the performance of the Issuer's obligations under each Basic Document to which it is a party and the consummation of the transactions therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (if other than any Lien created by the Basic Documents), charge or encumbrance upon any of the property or assets of the Issuer or any of its Affiliates pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its Affiliates is bound or to which any of its property or assets is subject, nor will such action result in any violation of the provisions of its organizational documents or any Governmental Rule applicable to the Issuer, in each case which could be expected to have a material adverse effect on the transactions contemplated therein. (c) No Governmental Action which has not been obtained is required by or with respect to the Issuer in connection with the execution and delivery to the Purchaser of the Notes. No Governmental Action which has not been obtained is required by or with respect to the Issuer in connection with the execution and delivery of any of the Basic Documents to which the Issuer is a party or the consummation by the Issuer of the transactions contemplated thereby except for any requirements under state securities or "blue sky" laws in connection with any transfer of the Notes. (d) The Issuer possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, and has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect its condition, financial or otherwise, or its earnings, business affairs or business prospects. (e) Each of the Basic Documents to which the Issuer is a party has been duly authorized, executed and delivered by the Issuer and is a valid and legally binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to enforcement of bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity. (f) The execution, delivery and performance by the Issuer of each of its obligations under each of the Basic Documents to which it is a party will succeed not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Issuer is a party or by which the Issuer is bound or to which any of its properties are subject or of any statute, order or regulation applicable to the Issuer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Issuer or any of its properties, in each case which could be expected to have a material adverse effect on any of the transactions contemplated therein. (g) The Issuer is not in violation of its organizational documents or in default under any agreement, indenture or instrument the effect of which violation or default would be material to the Issuer or the transactions contemplated by the Basic Documents. The Issuer is not a party to, bound by or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Issuer that materially and be substituted foradversely affects, or may in the future materially and adversely affect (i) the ability of the Issuer to perform its obligations under any of the Basic Documents to which it is a party or (ii) the business, operations, financial condition, properties, assets or prospects of the Issuer. (h) There are no actions or proceedings against, or investigations of, the Issuer pending, or, to the knowledge of the Issuer threatened, before any Governmental Authority, court, arbitrator, administrative agency or other tribunal (i) asserting the invalidity of any of the Basic Documents, or (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Basic Documents or the Notes, or (iii) that, if adversely determined, could materially and adversely affect the business, operations, financial condition, properties, assets or prospects of the Issuer or the validity or enforceability of, or the performance by the Issuer of its respective obligations under, any of the Basic Documents to which it is a party or (iv) seeking to affect adversely the income tax attributes of the Notes. (i) The Issuer is not, and neither the issuance and sale of the Notes to the Purchaser nor the activities of the Issuer pursuant to the Basic Documents, shall render the Issuer an "investment company" or under this the "control" of an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "INVESTMENT COMPANY ACT"). (j) It is not necessary to qualify the Indenture under the Trust Indenture Act of 1939, as amended. (k) The Issuer is solvent and has adequate capital for its business and undertakings. (l) The chief executive offices of the Issuer are located at 12240 Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx, 00000. (m) There are no contracts, agreements or understandings between the Issuer and any Person granting such Person the right to require the filing at any time of a registration statement under the Securities and in such event Act with respect to the Issuer will automatically be released and discharged from its obligation under this Indenture and the SecuritiesNotes.

The Issuer. (a) The Issuer may shall not consolidate, amalgamate consolidate with or merge with or into or wind up into (whether or not the Issuer is the surviving entity)into, or sellconvey, assign, transfer, transfer or lease, convey in one transaction or otherwise dispose a series of transactions, directly or indirectly, all or substantially all of its properties or assetsassets to, in one or more related transactionsany Person, to any Person unless: (i) either (i) the Issuer is the surviving or continuing Person or (ii) the Person formed by resulting, surviving or surviving any such consolidationtransferee Person, amalgamation or merger if not the Issuer (if other than the “Successor Issuer) or to which such sale”), assignment, transfer, lease, conveyance or other disposition will have been made is a Person shall be organized or existing under the laws of Jersey, the jurisdiction of organization United Kingdom, any member state of the Issuer European Union (as of December 00, 0000), Xxxxxxxxxx, Xxxxxxxxxxx, Canada, or the laws United States of the United States, any state thereof, the District of Columbia America or any territory political subdivision thereof (the Issuer or such Person, as the case may be, being herein called the each a “Successor IssuerPermitted Jurisdiction”); (ii) and the Successor Issuer, Issuer (if other than not the Issuer, ) shall expressly assumes assume all the obligations of the Issuer under the Securities Notes, this Indenture, the Intercreditor Agreement, any additional intercreditor agreement and this Indenture pursuant to a supplemental indenturethe Security Documents; (iiiii) immediately after giving pro forma effect to such transaction (and treating any Debt which becomes an obligation of the Successor Issuer as a result of such transaction as having been incurred by such Successor Issuer at the time of such transaction), no default or Event of Default shall have occurred and be continuing; (iviii) if immediately after giving pro forma effect to such transaction, the Successor Issuer is other would either (i) be able to incur an additional £1.00 of Debt pursuant to Section 4.06(a) or (ii) have a Consolidated Fixed Charge Coverage Ratio not less than the Issuer, each Guarantor, unless it is Consolidated Fixed Charge Coverage Ratio of the other party to the transactions, shall have by supplemental indenture confirmed that its Guarantee shall apply Issuer immediately prior to such Successor Issuer’s obligations under this Indenture and each series of Securities; andtransaction; (viv) the Successor Issuer shall have delivered, or cause to be delivered, delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, indenture (if any, ) comply with this Indenture; and (v) each Guarantor, unless it is 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, provided, however, that, notwithstanding the foregoing clause (iii), that Section 5.01(a)(ii) and Section 5.01(a)(iii) shall not be applicable to (A) a Restricted Subsidiary of the Issuer may consolidate or amalgamate with or merge with or consolidating with, merging into or wind up into transferring all or part of its properties and assets to the Issuer or (B) the Issuer merging with an Affiliate of the Issuer solely for the purpose and with the sole effect of reincorporating the Issuer in the United States, any state thereof, the District of Columbia or any territory thereof; and (B) the Issuer may be converted into, or reorganized or reconstituted in the United States, any state thereof, the District of Columbia or any territory thereof. (b) another jurisdiction. The Successor Issuer (if other than not the Issuer) will be the successor to the Issuer and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture Indenture, and the Securities and in such event the Issuer will automatically shall be released from the obligation to pay the principal of and discharged from its obligation under this Indenture and interest on the SecuritiesNotes.

The Issuer. (a) The Issuer may will not consolidate, amalgamate consolidate with or merge with or into or wind up into (whether or not the Issuer is the surviving entity)into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties or assetsassets to, in one or more related transactionsany Person, to any Person unless: (i) the Issuer is resulting, surviving or transferee Person (the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the “Successor Issuer”) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is be a Person organized or and existing under the laws of the jurisdiction of organization any member state of the Issuer European Union or the laws United States of America, any State of the United States, any state thereof, States or the District of Columbia Columbia, Canada or any territory thereof (province of Canada, the Issuer United Kingdom, Norway or such Person, as the case may be, being herein called the “Successor Issuer”); (ii) Switzerland and the Successor Issuer, Issuer (if other than not the Issuer) will expressly assume (a) by supplemental indenture, expressly assumes executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Securities Notes and this Indenture pursuant Indenture, and (b) all obligations of the Issuer under the Security Documents and the Intercreditor Agreement as applicable; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Issuer or any Subsidiary of the Successor Issuer as a supplemental indentureresult of such transaction as having been incurred by the Successor Issuer or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, no default either (a) the Successor Issuer would be able to incur at least €1.00 of additional Indebtedness pursuant to the Pro Rata Fixed Charge Coverage Test set forth in Section 4.09(a)(i), or Event of Default shall have occurred and (b) the Pro Rata Fixed Charge Coverage Ratio would not be continuing;lower than it was immediately prior to giving effect to such transaction; and (iv) if the Successor Issuer is other than the Issuer, each Guarantor, unless it is the other party to the transactions, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Successor Issuer’s obligations under this Indenture and each series of Securities; and (v) the Successor Issuer shall have delivered, or cause to be delivered, delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, amalgamation, merger or transfer and such supplemental indenture, indenture (if any, ) comply with this IndentureIndenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Issuer; provided, howeverthat in giving an Opinion of Counsel, thatcounsel may rely on an Officer’s Certificate as to any matters of fact, notwithstanding the foregoing clause including as to satisfaction of clauses (i) through (iii) of this Section 5.01(a), (A) the Issuer may consolidate or amalgamate with or merge with or into or wind up into an Affiliate . The Trustee shall be entitled to rely conclusively on such Officer’s Certificate and Opinion of the Issuer solely for the purpose of reincorporating the Issuer in the United States, any state thereof, the District of Columbia or any territory thereof; and (B) the Issuer may be converted into, or reorganized or reconstituted in the United States, any state thereof, the District of Columbia or any territory thereofCounsel without independent verification. (b) The Successor Issuer (if other than the Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and the Securities and in such event the Issuer will automatically be released and discharged from its obligation under this Indenture and the Securities.

The Issuer. (a) The Issuer may not consolidate, amalgamate or merge with or into or wind up into (whether or not the Issuer is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: (i) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Issuer or under the laws of the United States, any state thereof, the District of Columbia or any territory thereof a Permitted Jurisdiction (the Issuer or such Person, as the case may be, being herein called the “Successor Issuer”); (ii) the Successor Issuer, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Securities Notes and this Indenture pursuant to a supplemental indenture; (iii) immediately after giving effect to such transaction, no default Default or Event of Default Default, if applicable, shall have occurred and be continuing;; and (iv) if the Successor Issuer is other than the Issuer, each Guarantor, unless it is the other party to the transactions, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Successor Issuer’s obligations under this Indenture and each series of Securities; and (v) the Successor Issuer shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with this Indenture; provided, however, that, notwithstanding the foregoing clause (iii), (A) any Subsidiary may consolidate or amalgamate with or merge with or into the Issuer; (B) the Issuer may consolidate or amalgamate with or merge with or into or wind up into an Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in the United States, any state thereof, the District of Columbia or any territory thereofa Permitted Jurisdiction; and (BC) the Issuer may be converted intoconverted, or reorganized or reconstituted in the United States, any state thereof, the District of Columbia or any territory thereofa Permitted Jurisdiction. (b) The Successor Issuer (if other than the Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and the Securities Notes and in such event the Issuer will automatically be released and discharged from its obligation under this Indenture and the SecuritiesNotes.

The Issuer. (a) The Issuer may not consolidatewill not, amalgamate directly or indirectly: (i) consolidate or merge with or into or wind up into another Person (whether or not the Issuer is the surviving entitycorporation), or (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assetsand assets of the Issuer and the Restricted Subsidiaries taken as a whole, in one or more related transactionsany Transaction, to any Person unlessanother Person, unless at the time and after giving effect thereto: (i) immediately after giving effect to such Transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Issuer or any of its Restricted Subsidiaries which becomes the obligation of the Issuer 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 shall have occurred and be continuing; (ii) either: (A) the Issuer is the surviving Person or entity; or (B) the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will shall have been made (i) is a Person an entity organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Issuer”); and (ii) the Successor Issuer, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Securities Notes, this Indenture, the Junior Lien Intercreditor Agreement and the Security Documents; provided that if such surviving entity is not a corporation, a corporation satisfying the foregoing requirements shall be a co-obligor under this Indenture pursuant to a supplemental indentureand the Notes; (iii) immediately after giving effect to such transactionTransaction 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 appropriate adjustments with respect to the Transaction being included in such pro forma calculation), no default either (a) the Issuer (or Event the surviving entity if the Issuer is not a continuing obligor under this Indenture) could on the first day following such four-quarter period Incur at least $1.00 of Default shall have occurred and additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.6(a) or (b) the Fixed Charge Coverage Ratio would be continuingnot less than such Fixed Charge Coverage Ratio immediately prior to such Transaction; (iv) each Guarantor, unless such Guarantor is the Person with which the Issuer has entered into a Transaction under this Section 5.1(a), will have confirmed to the Trustee in writing that its Note Guarantee will apply to the obligations of the Issuer or the surviving Person in accordance with the Notes and this Indenture; (a) the surviving entity (if the Successor Issuer is other than the Issuer) causes such amendments, each Guarantorsupplements or other instruments to be executed, unless it is delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the other party Liens of the Security Documents on the Collateral owned by or transferred to such surviving entity; and (b) the Collateral owned by or transferred to the transactions, surviving entity (if other than the Issuer) shall have by supplemental indenture confirmed that its Guarantee shall apply (i) continue to such Successor Issuer’s obligations constitute Collateral under this Indenture and each series the Security Documents, (ii) be subject to the Lien in favor of Securitiesthe Collateral Agent for the benefit of the Trustee, the Collateral Agent and the Holders of the Notes, and (iii) not be subject to any Lien other than Permitted Liens; and (vvi) the Successor Issuer shall have delivered, or cause to be delivered, delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each stating case to the effect that such consolidation, amalgamation, merger or transfer Transaction and such supplemental indenture, if any, agreement comply with this Indenturecovenant and that all conditions precedent provided for in this Indenture relating to such Transaction have been complied with; provided, however, thatthat Section 5.1(a)(iii) will not apply if, notwithstanding in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution delivered to the Trustee, the principal purpose of such Transaction is to change the state of organization of the Issuer, and any such Transaction shall not have as one of its purposes the evasion of the foregoing clause (iii)limitations. Upon any consolidation, (A) merger, sale, assignment, transfer, conveyance or other disposition in accordance with this Section 5.1, the Issuer may consolidate or amalgamate with or merge with successor Person formed by such consolidation or into or wind up into an Affiliate of with which the Issuer solely for the purpose of reincorporating the Issuer in the United Statesis merged or to which such sale, any state thereofassignment, the District of Columbia transfer, conveyance or any territory thereof; and (B) the Issuer may be converted into, or reorganized or reconstituted in the United States, any state thereof, the District of Columbia or any territory thereof. (b) The Successor Issuer (if other than the Issuer) disposition is made will succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other disposition, the provisions of this Indenture referring to the “Issuer” shall refer instead to the successor Person and not to the Issuer), and may exercise every right and power of, the Issuer under this Indenture and with the Securities and in same effect as if such event successor Person had been named as the Issuer will automatically be released and discharged from its obligation in this Indenture. When the successor assumes all of the Issuer’s obligations under this Indenture by an amendment or supplement to the Indenture satisfactory to the Trustee, the predecessor Issuer (if it separately survives such Transaction) shall be discharged from those obligations. In addition, the Issuer and the SecuritiesRestricted Subsidiaries may not, directly or indirectly, lease all or substantially all of the properties or assets of the Issuer and the Restricted Subsidiaries considered as one enterprise, in any Transaction, to any other Person.

The Issuer. (a) The Issuer may will not consolidate, amalgamate consolidate with or merge with or into or wind up into (whether or not the Issuer is the surviving entity)into, or sellassign, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties or assets, in one transaction or more a series of related transactionstransactions to, to any Person Person, unless: (i1) the Issuer is resulting, surviving or transferee Person (the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger “Successor Issuer”) (if other than not the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is be a Person organized or and existing under the laws of the jurisdiction of organization any member state of the Issuer European Union, the United Kingdom, Switzerland, Norway, Canada or the laws United States of America, any State of the United States, any state thereof, States or the District of Columbia or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Issuer”); (ii) and the Successor Issuer, Issuer (if other than not the Issuer) will expressly assume by supplemental indenture, expressly assumes executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Securities and this Indenture pursuant to a supplemental indentureand the Notes; (iii2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Issuer or any Subsidiary of the Successor Issuer as a result of such transaction as having been Incurred by the Successor Issuer or such Subsidiary at the time of such transaction), no default Default or Event of Default shall have occurred and be continuing; (iv3) if immediately after giving effect to such transaction, either (a) the Issuer or the Successor Issuer is other (as the case may be) would be able to Incur at least an additional €1.00 of Indebtedness pursuant to Section 4.04(a) or (b) the Fixed Charge Coverage Ratio would not be less than the Issuer, each Guarantor, unless it is the other party was immediately prior to the transactions, shall have by supplemental indenture confirmed that its Guarantee shall apply giving effect to such Successor Issuer’s obligations under this Indenture and each series of Securitiestransaction; and (v4) the Successor Issuer shall have delivered, or cause to be delivered, delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with this Indenture; provided, howeverthat in giving an Opinion of Counsel, that, notwithstanding the foregoing clause (iii), (A) the Issuer counsel may consolidate or amalgamate with or merge with or into or wind up into rely on an Affiliate Officer’s Certificate as to any matters of the Issuer solely for the purpose of reincorporating the Issuer in the United States, any state thereof, the District of Columbia or any territory thereof; and (B) the Issuer may be converted into, or reorganized or reconstituted in the United States, any state thereof, the District of Columbia or any territory thereoffact. (b) Without prejudice to Section 5.01(a)(3), any Indebtedness that becomes an obligation of the Issuer or any Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this Article 5, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with Section 4.04. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer, on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Issuer (if other than the Issuer) will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture and Indenture, but in the Securities and in such event case of a lease of all or substantially all its assets, the Issuer predecessor company will automatically not be released and discharged from its obligation obligations under this Indenture or the Notes. (d) Any Guarantor may, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any non-Guarantor in compliance with this Indenture, provided that the successor company (if not the Guarantor) will expressly assume all the obligations of the Guarantor under the Notes Guarantee by executing and delivering to the SecuritiesTrustee a supplemental indenture, and provided further that immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

The Issuer. (a) The Issuer may not consolidatenot, amalgamate directly or indirectly, consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving entity), corporation) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the Issuer’s properties or assets, in one or more related transactions, to any Person unless: (i1) the Issuer is the surviving Person entity or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person corporation, partnership (including a limited partnership), trust or limited liability company organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Issuer”), provided that in the event that the Successor Issuer is not a corporation, a co-obligor of the Notes is a corporation; (ii2) the Successor Issuer, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Securities Notes and this Indenture Indenture, pursuant to a supplemental indentureindenture or other documents or instruments; (iii3) immediately after giving effect to such transaction, no default Default or Event of Default shall have occurred and be continuingexists; (iv4) if the Successor Issuer is other than the Issuer, each Guarantor, unless (i) it is the other party to the transactionstransactions described above or (ii) the Issuer is the surviving entity, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Successor IssuerPerson’s obligations under this Indenture and each series of Securitiesthe Notes; and (v5) except with respect to the Merger, the Issuer (or, if applicable, the Successor Issuer Issuer) shall have delivered, or cause to be delivered, delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply complies with this the Indenture; provided, however, that, notwithstanding the foregoing clause (iii), (A) the Issuer may consolidate or amalgamate with or merge with or into or wind up into an Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in the United States, any state thereof, the District of Columbia or any territory thereof; and (B) the Issuer may be converted into, or reorganized or reconstituted in the United States, any state thereof, the District of Columbia or any territory thereof. (b) . The Successor Issuer (if other than the Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and the Securities and in such event Notes. Upon the substitution, the Issuer will automatically be released and discharged from its obligation obligations under this Indenture and the SecuritiesNotes, except in the case of any lease of all or substantially all of the Issuer’s properties or assets whether in one transaction or a series of transactions, to one or more other Persons.