Common use of When Company May Merge, Etc Clause in Contracts

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, any other corporation, or transfer all or substantially all of its assets to, any entity unless permitted by law and unless (1) the resulting, surviving or transferee entity, which shall be a corporation organized and existing under the laws of the United States or a State thereof, assumes by supplemental indenture, in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and (2) immediately after giving effect to, and as a result of, such transaction, no Default or Event of Default shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that an Authorizing Resolution or supplemental indenture pertaining to any Series provides for different provisions relating to the subject matter of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIX

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, any other corporation, or transfer all or substantially all of its assets to, any entity unless permitted by law and unless (1) the resulting, surviving or transferee entity, which shall be a corporation organized and existing under the laws of the United States or a State thereof, assumes by supplemental indenture, in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and (2) immediately after giving effect to, and as a result of, such transaction, no Default or Event of Default shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that an Authorizing Resolution or supplemental indenture pertaining to any Series provides for different provisions relating to the subject matter of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIX.

When Company May Merge, Etc. The Unless otherwise provided pursuant to Section 2.03 in connection with the establishment of a series, the Company shall not consolidate with or combine with, merge with or into, any other corporationdirectly or indirectly, or transfer sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets toto any Person or Persons in a single transaction or through a series of transactions unless: (a) the Company shall be the continuing Person or, any entity unless permitted by law and unless (1) if the Company is not the continuing Person, the resulting, surviving or transferee entity, which shall be Person (the “Surviving Entity”) is a corporation company organized and existing under the laws of any member state of the European Union or the United States of America or a any State or territory thereof; (b) the Surviving Entity shall expressly assume all of the Company’s obligations under the Securities and this Indenture, assumes and shall, if required by law to effectuate the assumption, execute supplemental indenture, indentures which shall be delivered to the Trustee and shall be in a form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and ; (2c) immediately after giving effect to, and as to such transaction or series of transactions on a result of, such transactionpro forma basis, no Default has occurred and is continuing; and (d) the Company or Event of Default the Surviving Entity shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver delivered to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that (x) the proposed transaction or series of transactions and such supplemental indenture comply indenture, if any, complies with this Indenture. To the extent that an Authorizing Resolution or Section 5.01, (y) such supplemental indenture pertaining (if any) constitutes the legal, valid and binding obligation of the Company and such Surviving Entity enforceable against such Surviving Entity in accordance with its terms, subject to any Series provides for different provisions customary exceptions and (z) all conditions precedent in this Indenture relating to the subject matter transaction or series of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIXtransactions have been satisfied.

When Company May Merge, Etc. The Company shall not consolidate with or with, merge with or into, any other corporationor sell, convey, transfer, lease or transfer otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any entity Person unless permitted by law and unless either (1x) the resultingCompany shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, surviving conveyed, transferred or transferee entity, which leased shall be a corporation Person organized and validly existing under the laws of the United States or its jurisdiction and shall expressly assume, by a State thereof, assumes by supplemental indenture, in a form reasonably satisfactory executed and delivered to the Trustee, all of the obligations of the Company under on all of the Securities and under this Indenture and the Company in the case of clauses (2x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this Article 5.01, and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect toto such consolidation, and as a result ofmerger or sale, such transactionconveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing. Thereafter , such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply (if any) complies with this Indenture. To the extent Article 5.01 and that an Authorizing Resolution or supplemental indenture pertaining to any Series provides all conditions precedent provided for different provisions herein relating to the subject matter of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIXtransaction have been complied with.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, any other corporation, or transfer all or substantially all of its assets to, any entity unless permitted by law and unless (1) the resulting, surviving or transferee entityentity (if other than the Company), which shall be a corporation organized and existing under the laws of the United States or a State thereof, assumes thereof and shall assume by supplemental indenture, in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and (2) immediately after giving effect to, and as a result of, such transaction, no Default or Event of Default shall have occurred and be continuing. Thereafter Thereafter, in the event that the Company is not the continuing corporation, such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that an Authorizing Resolution or supplemental indenture pertaining to any Series provides for different provisions relating to the subject matter of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIX

When Company May Merge, Etc. The Company shall not consolidate with or with, merge with or into, any other corporationor sell, convey, transfer, lease or transfer otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any entity unless permitted by law and unless Person (1other than a consolidation with or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or other disposition to a Subsidiary) or permit any Person to merge with or into the Company unless: (a) either (i) the resulting, surviving Company shall be the continuing Person or transferee entity, (ii) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a State thereof, assumes by supplemental indenture, in a form reasonably satisfactory executed and delivered to the Trustee, all of the obligations of the Company under on all of the Securities and under this Indenture and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (2b) an Officers' Certificate to the effect that immediately after giving effect to, and as a result of, to such transaction, no Default or Event of Default shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect continuing and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that an Authorizing Resolution or supplemental indenture pertaining to any Series provides for different provisions relating as to the subject matter of this Article Five, matters set forth in Section 5.1(a) shall have been delivered to the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIXTrustee.

When Company May Merge, Etc. The Company shall not consolidate with or with, merge with or into, any other corporationor sell, convey, transfer, lease or transfer otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any entity unless permitted by law and unless Person (1other than a consolidation with or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or other disposition to a Subsidiary) or permit any Person to merge with or into the Company unless: (a) either (x) the resulting, surviving Company shall be the continuing Person or transferee entity, (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a State thereof, assumes by supplemental indenture, in a form reasonably satisfactory executed and delivered to the Trustee, all of the obligations of the Company under on all of the Securities and under this Indenture and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (2b) the Company shall have delivered to the Trustee an Officers' Certificate to the effect that immediately after giving effect to, and as a result of, to such transaction, no Default or Event of Default shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect continuing and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that an Authorizing Resolution or supplemental indenture pertaining to any Series provides for different provisions relating as to the subject matter of this Article Five, the provisions matters set forth in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIXSection 5.1(a).

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, any other corporation, or transfer all or substantially all of its assets to, any entity unless permitted by law and unless person unless: (1) either (a) the resulting, surviving Company is the Surviving Person or transferee entity, which shall be a corporation (b) the Surviving Person (if other than the Company) is organized and existing under the laws of the United States or a State thereof, thereof or the District of Columbia; (2) the Surviving Person assumes by supplemental indenture, in a form reasonably satisfactory to the Trustee, indenture (a) all of the obligations of the Company under and (b) the performance and observance of every covenant of this Indenture, the Securities and this Indenture and any other document entered into in connection therewith; and (23) immediately after giving effect to, and as a result of, such to the transaction, no Default or Event of Default shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminateexists under this Indenture. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. The successor shall be substituted for the Company, and thereafter all obligations of the Company under this Indenture, the Securities and any other document entered into in connection therewith shall terminate. To the extent that an Authorizing a Bond Resolution or supplemental indenture pertaining to any Series provides for different provisions relating to the subject matter of this Article Five5, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIX.

When Company May Merge, Etc. The Company shall not consolidate with or with, merge with or into, any other corporationor sell, convey, transfer, lease or transfer otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any entity unless permitted by law and unless Person (1other than a consolidation with or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or other disposition to a Subsidiary) or permit any Person to merge with or into the Company unless: (i) either (x) the resulting, surviving Company shall be the continuing Person or transferee entity, (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a State thereof, assumes by supplemental indenture, in a form reasonably satisfactory executed and delivered to the Trustee, all of the obligations of the Company under on all of the Securities and under this Indenture and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (2ii) the Company shall have delivered to the Trustee an Officers' Certificate to the effect that immediately after giving effect to, and as a result of, to such transaction, no Default or Event of Default shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect continuing and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that an Authorizing Resolution or supplemental indenture pertaining to any Series provides for different provisions relating as to the subject matter of this Article Five, the provisions matters set forth in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIXSection 5.1(i).

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, any other corporationor convey, transfer or transfer lease all or substantially all of its properties and assets to, any entity unless permitted by law and unless person (1a “successor person”) unless: (a) the resulting, Company is the surviving corporation or transferee entity, which shall be the successor person (if other than the Company) is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the United States or a State thereof, assumes by supplemental indenture, in a form reasonably satisfactory to the Trustee, all of the Company’s obligations of the Company under on the Securities and under this Indenture and Indenture; (2b) immediately after giving effect to, and as a result of, such to the transaction, no Default or Event of Default Default, shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for ; and (c) if the Company with is not the successor person, then each Guarantor, unless it has become the successor person, shall confirm that its Guarantee shall continue to apply to the obligations under the Securities and this Indenture to the same effect extent as if it had been named herein prior to such merger, conveyance, transfer or lease, as the "Company" and all such obligations of the predecessor corporation shall terminateapplicable. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such any supplemental indenture comply hereto complies with this Indenture. To Notwithstanding the extent that an Authorizing Resolution above, any Subsidiary of the Company may consolidate with, merge into or supplemental indenture pertaining to any Series provides for different provisions relating transfer all or part of its properties to the subject matter Company. Neither an Officers’ Certificate nor an Opinion of this Article Five, the provisions Counsel shall be required to be delivered in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIXconnection therewith.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, any other corporation, or transfer all or substantially all of its assets to, any entity unless permitted by law and unless person unless: (1) either (a) the resulting, surviving Company is the Surviving Person or transferee entity, which shall be a corporation (b) the Surviving Person (if other than the Company) is organized and existing under the laws of the United States of America or a State thereof, thereof or the District of Columbia; (2) the Surviving Person assumes by supplemental indenture, in a form reasonably satisfactory to the Trustee, indenture (a) all of the obligations of the Company under and (b) the performance and observance if every covenant of this Indenture, the Securities and this Indenture and any other document entered into in connection therewith; and (23) immediately after giving effect to, and as a result of, such to the transaction, no Default or Event of Default shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminateexists under this Indenture. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. The successor shall be substituted for the Company, and thereafter all obligations of the Company under this Indenture, the Securities and any other document entered into in connection therewith shall terminate. To the extent that an Authorizing a Bond Resolution or supplemental indenture pertaining to any Series provides for different provisions relating to the subject matter of this Article Five5, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIX

When Company May Merge, Etc. The Company shall not consolidate with or with, merge with or into, any other corporationor sell, convey, transfer, lease or transfer otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any entity unless permitted by law and unless Person (1other than a consolidation with or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or other disposition to a Subsidiary) or permit any Person to merge with or into the Company unless: (i) either (x) the resulting, surviving Company shall be the continuing Person or transferee entity, (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the company shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a State thereof, assumes by supplemental indenture, in a form reasonably satisfactory executed and delivered to the Trustee, all of the obligations of the Company under on all of the Securities and under this Indenture indenture and the Company shall have delivered to the Trustee an opinion of Counsel stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (2ii) an Officers’ Certificate to the effect that immediately after giving effect to, and as a result of, to such transaction, no Default or Event of Default shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to continuing and be substituted for the Company with the same effect an opinion of Counsel as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior matters set forth in Section 5.1(i) shall have been delivered to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that an Authorizing Resolution or supplemental indenture pertaining to any Series provides for different provisions relating to the subject matter of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIXTrustee.

When Company May Merge, Etc. The Company shall not consolidate with or with, merge with or into, any other corporationor sell, convey, transfer, lease or transfer otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any entity Person (other than a consolidation with or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or other disposition to a Subsidiary) or permit any Person to merge with or into the Company unless permitted by law and unless either (1x) the resulting, surviving Company shall be the continuing Person or transferee entity, (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be a solvent corporation organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and shall expressly assume, by a State thereof, assumes by supplemental indenture, in a form reasonably satisfactory executed and delivered to the Trustee, all of the obligations of the Company under on all of the Securities and under this Indenture and the Company shall have delivered to the Trustee (2A) an Opinion of Counsel stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers' Certificate to the effect that immediately after giving effect to, and as a result of, to such transaction, no Event of Default or Event of Default shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that an Authorizing Resolution or supplemental indenture pertaining to any Series provides for different provisions relating to the subject matter of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIX.

When Company May Merge, Etc. The Company shall not consolidate with or combine with, merge with or into, any other corporationdirectly or indirectly, or transfer sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets toto any Person or Persons in a single transaction or through a series of transactions unless: a) the Company shall be the continuing Person or, any entity unless permitted by law and unless (1) if the Company is not the continuing Person, the resulting, surviving or transferee entity, which shall be Person (the “Surviving Entity”) is a corporation company organized and existing under the laws of the United States or a any State thereofor territory; b) the Surviving Entity shall expressly assume all of the Company’s obligations under the Securities and this Indenture, assumes and shall, if required by law to effectuate the assumption, execute supplemental indenture, indentures which shall be delivered to the Trustee and shall be in a form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and (2; c) immediately after giving effect to, and as to such transaction or series of transactions on a result of, such transactionpro forma basis, no Default has occurred and is continuing; and d) the Company or Event of Default the Surviving Entity shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver delivered to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that (x) the proposed transaction or series of transactions and such supplemental indenture comply indenture, if any, complies with this Indenture. To the extent that an Authorizing Resolution or Section 5.01, (y) such supplemental indenture pertaining (if any) constitutes the legal, valid and binding obligation of the Company and such Surviving Entity enforceable against such Surviving Entity in accordance with its terms, subject to any Series provides for different provisions customary exceptions and (z) all conditions precedent in this Indenture relating to the subject matter transaction or series of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIXtransactions have been satisfied.

When Company May Merge, Etc. The Unless otherwise provided pursuant to ‎Section 2.03 in connection with the establishment of a series, the Company shall not consolidate with or combine with, merge with or into, any other corporationdirectly or indirectly, or transfer sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets toto any Person or Persons in a single transaction or through a series of transactions unless: (a) the Company shall be the continuing Person or, any entity unless permitted by law and unless (1) if the Company is not the continuing Person, the resulting, surviving or transferee entity, which shall be Person (the “Surviving Entity”) is a corporation company organized and existing under the laws of any member state of the European Union, Switzerland or the United States of America or a any State or territory thereof; (b) the Surviving Entity shall expressly assume all of the Company’s obligations under the Securities and this Indenture, assumes and shall, if required by law to effectuate the assumption, execute supplemental indenture, indentures which shall be delivered to the Trustee and shall be in a form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and ; (2c) immediately after giving effect to, and as to such transaction or series of transactions on a result of, such transactionpro forma basis, no Default has occurred and is continuing; and (d) the Company or Event of Default the Surviving Entity shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver delivered to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that (x) the proposed transaction or series of transactions and such supplemental indenture comply indenture, if any, complies with this Indenture. To the extent that an Authorizing Resolution or ‎Section 5.01, (y) such supplemental indenture pertaining (if any) constitutes the legal, valid and binding obligation of the Company and such Surviving Entity enforceable against such Surviving Entity in accordance with its terms, subject to any Series provides for different provisions customary exceptions and (z) all conditions precedent in this Indenture relating to the subject matter transaction or series of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIXtransactions have been satisfied.

When Company May Merge, Etc. The Company shall not consolidate with or with, merge with or into, any other corporationor sell, convey, transfer, lease or transfer otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any entity Person (other than a consolidation with or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or other disposition to a Subsidiary) or permit any Person to merge with or into the Company unless permitted by law and unless either (1x) the resulting, surviving Company shall be the continuing Person or transferee entity, (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be a solvent corporation organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and shall expressly assume, by a State thereof, assumes by supplemental indenture, in a form reasonably satisfactory executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes issued under the Securities and this Indenture and the Company shall have delivered to the Trustee (2a) an Opinion of Counsel stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (b) an Officers' Certificate to the effect that immediately after giving effect to, and as a result of, to such transaction, no Event of Default or Event of Default shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that an Authorizing Resolution or supplemental indenture pertaining to any Series provides for different provisions relating to the subject matter of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIX.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, any other corporationor sell, lease, convey, transfer or transfer otherwise dispose of all or substantially all of its assets to, any entity unless permitted by law and unless person unless: (1a) either the resulting, surviving or transferee entity, which Company shall be the resulting or surviving entity or such person is a corporation organized and existing under the laws of the United States or States, a State thereofthereof or the District of Columbia; provided, however, that this subsection (a) shall not apply in the event of a transaction constituting a Fundamental Change; (b) such person expressly assumes by supplemental indentureindenture executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities Debentures and this Indenture (in which case all such obligations of the Company shall terminate); and (c) immediately before and (2) immediately after giving effect to, to such transaction and treating any indebtedness which becomes an obligation of the Company as a result of, of such transaction as having been incurred by the Company at the time of such transaction, no Default default or Event of Default shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating Counsel, each of which shall comply with Section 12.4 shall state that the proposed transaction such consolidation, merger or transfer and such supplemental indenture comply with this Indenture. To the extent Article 7 and that an Authorizing Resolution or supplemental indenture pertaining to any Series provides all conditions precedent herein provided for different provisions relating to the subject matter of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIXtransaction have been complied with.

When Company May Merge, Etc. The Unless otherwise provided pursuant to Section 2.03 in connection with the establishment of a series, the Company shall not consolidate with or combine with, merge with or into, any other corporationdirectly or indirectly, or transfer sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets toto any Person or Persons in a single transaction or through a series of transactions unless: (a) the Company shall be the continuing Person or, any entity unless permitted by law and unless (1) if the Company is not the continuing Person, the resulting, surviving or transferee entity, which shall be Person (the “Surviving Entity”) is a corporation company organized and existing under the laws of any member state of the European Union, Switzerland or the United States of America or a any State or territory thereof; (b) the Surviving Entity shall expressly assume all of the Company’s obligations under the Securities and this Indenture, assumes and shall, if required by law to effectuate the assumption, execute supplemental indenture, indentures which shall be delivered to the Trustee and shall be in a form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and ; (2c) immediately after giving effect to, and as to such transaction or series of transactions on a result of, such transactionpro forma basis, no Default has occurred and is continuing; and (d) the Company or Event of Default the Surviving Entity shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver delivered to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that (x) the proposed transaction or series of transactions and such supplemental indenture comply indenture, if any, complies with this Indenture. To the extent that an Authorizing Resolution or Section 5.01, (y) such supplemental indenture pertaining (if any) constitutes the legal, valid and binding obligation of the Company and such Surviving Entity enforceable against such Surviving Entity in accordance with its terms, subject to any Series provides for different provisions customary exceptions and (z) all conditions precedent in this Indenture relating to the subject matter transaction or series of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIXtransactions have been satisfied.

When Company May Merge, Etc. The Unless otherwise provided pursuant to Section 2.03 in connection with the establishment of a series, the Company shall not consolidate with or combine with, merge with or into, any other corporationdirectly or indirectly, or transfer sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets toto any Person or Persons in a single transaction or through a series of transactions unless: (a) the Company shall be the continuing Person or, any entity unless permitted by law and unless (1) if the Company is not the continuing Person, the resulting, surviving or transferee entity, which shall be Person (the “Surviving Entity”) is a corporation company organized and existing under the laws of Australia or the United States of America or a any State or territory thereof; (b) the Surviving Entity shall expressly assume all of the Company’s obligations under the Securities and this Indenture, assumes and shall, if required by law to effectuate the assumption, execute supplemental indenture, indentures which shall be delivered to the Trustee and shall be in a form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and ; (2c) immediately after giving effect to, and as to such transaction or series of transactions on a result of, such transactionpro forma basis, no Default has occurred and is continuing; and (d) the Company or Event of Default the Surviving Entity shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver delivered to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that (x) the proposed transaction or series of transactions and such supplemental indenture comply indenture, if any, complies with this Indenture. To the extent that an Authorizing Resolution or Section 5.01, (y) such supplemental indenture pertaining (if any) constitutes the legal, valid and binding obligation of the Company and such Surviving Entity enforceable against such Surviving Entity in accordance with its terms, subject to any Series provides for different provisions customary exceptions and (z) all conditions precedent in this Indenture relating to the subject matter transaction or series of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIXtransactions have been satisfied.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, any other corporation, or transfer all or substantially all of its assets to, any entity unless permitted by law and unless (1) the resulting, surviving or transferee entityentity (if other than the Company), which shall be a corporation organized and existing under the laws of the United States or a State thereof, assumes and shall assume by supplemental indenture, in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and (2) immediately after giving effect to, and as a result of, such transaction, no Default or Event of Default shall have occurred and be continuing. Thereafter Thereafter, in the event that the Company is not the continuing corporation, such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that an Authorizing Resolution or supplemental indenture pertaining to any Series provides for different provisions relating to the subject matter of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIX

When Company May Merge, Etc. The Company shall not consolidate with or with, merge with or into, any other corporationor sell, convey, transfer, lease or transfer otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any entity unless permitted by law and unless Person (1other than a consolidation with or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or other disposition to a Subsidiary) or permit any Person to merge with or into the Company unless: (i) either (x) the resulting, surviving Company shall be the continuing Person or transferee entity, (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a State thereof, assumes by supplemental indenture, in a form reasonably satisfactory executed and delivered to the Trustee, all of the obligations of the Company under on all of the Securities and under this Indenture and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (2ii) an Officers’ Certificate to the effect that immediately after giving effect to, and as a result of, to such transaction, no Default or Event of Default shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to continuing and be substituted for the Company with the same effect an opinion of Counsel as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that an Authorizing Resolution or supplemental indenture pertaining to any Series provides for different provisions relating to the subject matter of this Article Five, the provisions matters set forth in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIXSection 5.l(i).

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, any other corporationPerson, or transfer all or substantially all of its assets to, any entity Person unless permitted by law and unless unless: (1a) such Person (if other than the resulting, surviving or transferee entity, which shall be Company) is a corporation organized and existing under the laws of the United States or a State thereof, or the District of Columbia and expressly assumes by supplemental indenture, in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture and Indenture; (2b) immediately after giving effect to, and as a result of, such transaction, no Default or Event of Default shall have occurred and be continuing; (c) the Consolidated Net Worth of the obligor of the Notes immediately after giving effect to such transaction (exclusive of any adjustments to Consolidated Net Worth relating to transaction costs and accounting adjustments resulting from such transaction) is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; and (d) the surviving corporation would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 4.06(a). Thereafter Thereafter, in the event that the Company is not the continuing corporation, such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "“Company" ” and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that an Authorizing Resolution or supplemental indenture pertaining to any Series provides for different provisions relating to the subject matter of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIX.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, any other corporation, or transfer all or substantially all of its assets to, any entity unless permitted by law and unless (1) the resulting, surviving or transferee entityentity (if other than the Company), which shall be a corporation organized and existing under the laws of the United States or a State thereof, assumes and shall assume by supplemental indenture, in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and (2) immediately after giving effect to, and as a result of, such transaction, no Default or Event of Default shall have occurred and be continuing. Thereafter Thereafter, in the event that the Company is not the continuing corporation, such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that an Authorizing Resolution or supplemental indenture pertaining to any Series provides for different provisions relating to the subject matter of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIX.

When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, any other corporationor convey, transfer or transfer lease all or substantially all of its properties and assets to, any entity unless permitted by law and unless person (1a “successor person”) unless: (a) the resultingCompany is the surviving entity or the successor person (if other than the Company) is a corporation, surviving partnership, trust or transferee entity, which shall be a corporation other entity organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the United States or a State thereof, assumes by supplemental indenture, in a form reasonably satisfactory to the Trustee, all of the Company’s obligations of the Company under on the Securities and under this Indenture and Indenture; (2b) immediately after giving effect to, and as a result of, such to the transaction, no Default or Event of Default Default, shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for ; and (c) if the Company with is not the successor person, then each Guarantor, unless it has become the successor person, shall confirm that its Guarantee shall continue to apply to the obligations under the Securities and this Indenture to the same effect extent as if it had been named herein prior to such merger, conveyance, transfer or lease, as the "Company" and all such obligations of the predecessor corporation shall terminateapplicable. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Officer’s Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such any supplemental indenture comply with this Indenture. To Notwithstanding the extent that an Authorizing Resolution above, any Subsidiary of the Company may consolidate with, merge into or supplemental indenture pertaining to any Series provides for different provisions relating transfer all or part of its properties to the subject matter Company. Neither an Officer’s Certificate nor an Opinion of this Article Five, the provisions Counsel shall be required to be delivered in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. ARTICLE SIXconnection therewith.