Common use of When Company May Merge or Transfer Assets Clause in Contracts

When Company May Merge or Transfer Assets. The Company shall not consolidate with, merge with or into any other person, engage in a statutory share exchange or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (a) either (1) the Company shall be the continuing corporation or (2) the person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and this Indenture; (b) at the time of such transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The ----------------------------------------- Company shall not consolidate with, with or merge with or into any other person, engage in a statutory share exchange person or convey, transfer transfer, sell, lease or lease otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to any person, unless: (a) either (1) the Company shall be the continuing corporation or (2) the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or the person Person which acquires by conveyance, transfer or lease all or substantially all of the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of (A) the United States or any State thereof or the District of Columbia or (B) Bermuda or the Cayman Islands and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (b) at the time of immediately after giving effect to such transaction, no Event of Default Default, and no event whichthat, after notice or lapse of timetime or both, would become an Event of Default, shall have happened occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such (A) consolidation, merger, statutory share exchange, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfiedsatisfied and (B) in the case of a merger or consolidation in which the Company is not the continuing corporation and in which the successor to the Company is an entity organized under the laws of Bermuda or the Cayman Islands, that such merger will not result in any material adverse tax consequences to any Holders of the Securities. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person Person formed by such consolidation or into which the Company is merged or the successor person Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11indenture, the Company shall be discharged from all obligations and covenants under this Indenture and the NotesSecurities. Subject to Section 9.069.6, the Company, the Trustee and the successor person Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person Person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other person, engage in a statutory share exchange person or convey, transfer transfer, sell, lease or lease otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to any person, unless: (a) either (1) the Company shall be the continuing corporation or (2) the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or the person Person which acquires by conveyance, transfer or lease all or substantially all of the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of (A) the United States or any State thereof or the District of Columbia or (B) Bermuda or the Cayman Islands and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (b) at the time of immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such (A) consolidation, merger, statutory share exchange, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfiedsatisfied and (B) in the case of a merger or consolidation in which the Company is not the continuing corporation and in which the successor to the Company is an entity organized under the laws of Bermuda or the Cayman Islands, that such merger will not result in any material adverse tax consequences to any Holders of the Securities. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person Person formed by such consolidation or into which the Company is merged or the successor person Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11indenture, the Company shall be discharged from all obligations and covenants under this Indenture and the NotesSecurities. Subject to Section 9.069.6, the Company, the Trustee and the successor person Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person Person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. (a) The Company shall not consolidate with, or merge with or into any other personor wind up into (whether or not the Company is the surviving corporation), engage in a statutory share exchange or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and or assets substantially as an entirety in one or more related transactions, to any person, Person unless: (a) either (1i) the Company shall be is the continuing surviving corporation or (2) the person Person formed by or surviving any such consolidation or merger (if other than the Company) formed by or to which such consolidation sale, assignment, transfer, lease, conveyance or into which the Company other disposition shall have been made is merged a corporation, partnership or the person which acquires by conveyance, transfer limited liability company organized or lease the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States and States, any state thereof, the District of Columbia, or any territory thereof or a member state of the European Union (the Company or such Person, as the case may be, being herein called the “Successor Company”); (ii) shall the Successor Company (if other than the Company) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, assumes all of the obligations of the Company under this Indenture and the Notes and this IndentureSecurities pursuant to a supplemental indenture hereto or other documents or instruments in form reasonably satisfactory to the Trustee; (biii) at the time of immediately after giving effect to such transaction, transaction no Default or Event of Default shall have occurred and no event whichbe continuing; (iv) each Guarantor, after notice or lapse of time, would become an Event of Defaultunless it is the other party to the transactions described above, shall have happened by supplemental indentures hereto confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and be continuingthe Securities; and (cv) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, merger or transfer or lease and, if a and such supplemental indenture is required in connection with such transaction, such supplemental indenture, (if any) comply with this Article 38 5 and Indenture. Upon the occurrence of any transaction or series of transactions that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes are of the foregoingtype described in, and effected in accordance with, the transfer (by leaseforegoing paragraph, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Successor Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Securities with the same effect as if such successor the Successor Company had been named as the Company herein; and thereafter, except in this Indenture. Notwithstanding anything to the contrary in the case foregoing, (A) any Subsidiary may consolidate with, merge into or transfer all or part of a lease its properties and obligations assets to the Company or to another Subsidiary and (B) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States. (b) Subject to the provisions of Section 10.02(b) (which govern the release of a Guarantee of a Guarantor), no Guarantor shall, and the Company shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), 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 (other than the Company or another Guarantor) unless: (i) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof or a member state of the European Union (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (ii) the Successor Guarantor (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s Guarantee pursuant to a supplemental indenture pursuant hereto or other documents or instruments in form reasonably satisfactory to Section 10.11, the Trustee; (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing; and (iv) the Company shall have delivered or caused to be discharged from all obligations delivered to the Trustee an Officers’ Certificate and covenants an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. Upon the occurrence of any transaction or series of transactions that are of the type described in, and effected in accordance with, the foregoing paragraph, a Successor Guarantor shall succeed to, and be substituted for, the predecessor Guarantor under this Indenture and the Notespredecessor Guarantor’s Guarantee with the same effect as if the Successor Guarantor had been named as the Guarantor in this Indenture. Subject Notwithstanding anything to Section 9.06the contrary in the foregoing, a Guarantor may merge with an Affiliate incorporated solely for the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution purpose of reincorporating such successor person and such discharge and release Guarantor in another state of the CompanyUnited States.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other person, engage in person (other than a statutory share exchange Subsidiary) or convey, transfer transfer, sell or lease its properties and assets substantially as an entirety to any person (other than a Subsidiary), permit any person (other than a Subsidiary) to consolidate with or merge into the Company, or permit any person (other than a Subsidiary) to convey, transfer, sell or lease that person's properties and assets substantially as an entirety to the Company, unless: (a1) either (1a) the Company shall be the continuing corporation surviving person or (2b) the person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (b2) at the time of immediately after giving effect to such transaction, no Event of Default Default, and no event whichthat, after notice or lapse of timetime or both, would become an Event of Default, shall have happened occurred and be continuing; and (c3) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 Section 801 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11, the Company shall be discharged from all obligations and covenants under this Indenture and the NotesSecurities. Subject to Section 9.06903, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.. ARTICLE NINE

When Company May Merge or Transfer Assets. The Company shall not consolidate with, merge with or into any other personperson or sell, engage transfer, lease or otherwise dispose of all or substantially all of the Company's assets on a consolidated basis, whether in a statutory share exchange single transaction or conveya series of related transactions, transfer to another person or lease its properties and assets substantially as an entirety group of affiliated persons, other than to any personthe Company's wholly owned Subsidiaries, unless: (a) either (1) the Company shall be the continuing corporation or (2) the person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and this Indenture; (b) at the time of immediately before or after giving effect on a pro forma basis to such transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchangetransfer, conveyance, transfer sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other person, engage in a statutory share exchange Person or convey, transfer transfer, sell or lease all or substantially all of its properties and assets substantially as an entirety to any personPerson, unless: (a) either (1) the Company shall be the continuing corporation resulting, surviving or (2) the transferee person (if other than the Company"SUCCESSOR PERSON") formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall will be a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and the successor Person (iiif not the Company) shall will expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company or such successor Person under the Notes Securities and this Indenture; (b) at immediately after giving effect to such transaction (and treating any indebtedness which becomes an obligation of the successor Person as a result of such transaction as having been incurred by such successor Person as the time of such transaction), no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Article 38 5 6 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person Person formed by such consolidation or into which the Company is merged or the successor person Person to which such conveyance, transfer transfer, sale, lease or lease other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11indenture, the Company shall be discharged from all obligations and covenants under this Indenture and the NotesSecurities. Subject to Section 9.0610.06, the Company, the Trustee and the successor person Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person Person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other person, engage in a statutory share exchange Person or convey, transfer or lease its properties and assets substantially as an entirety to any personPerson, unless:unless:‌ (a) either (1) the Company shall be the continuing corporation or (2) the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or the person Person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States or any state thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (b) at the time of immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each Counsel stating that such consolidation, merger, statutory share exchange, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply complies with this Article 38 5 Section 4.1 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person Person formed by such consolidation or into which the Company is merged or the successor person Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, of the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease of its properties and obligations the Company may have under a supplemental indenture pursuant to Section 10.11assets substantially as an entirety, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the CompanySecurities.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other person, engage in a statutory share exchange Person or convey, transfer transfer, sell, lease or lease otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to any personPerson, unless: (a) either (1) the Company shall be the continuing corporation or (2) the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or the person Person which acquires by conveyance, transfer or lease all or substantially all of the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (b) at the time of immediately after giving effect to such transaction, no Default or Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 Five and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person Person formed by such consolidation or into which the Company is merged or the successor person Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11indenture, the Company shall be discharged from all obligations and covenants under this Indenture and the NotesSecurities. Subject to Section 9.069.6, the Company, the Trustee and the successor person Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person Person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other person, engage in a statutory share exchange Person or convey, transfer transfer, sell, lease or lease otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to any personPerson, unless: (a) either (1) the Company shall be the continuing corporation or (2) the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or the person Person which acquires by conveyance, transfer or lease the all or substantially all of the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (b) at the time of immediately after giving effect to such transaction, no Event of Default Default, and no event whichthat, after notice or lapse of timetime or both, would become an Event of Default, shall have happened occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 IX and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person Person formed by such consolidation or into which the Company is merged or the successor person Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11, the Company shall be discharged from all obligations and covenants under this Indenture and the NotesSecurities. Subject to Section 9.0613.6, the Company, the Trustee and the successor person Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person Person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other personinto, engage in a statutory share exchange or convey, transfer or lease all or substan tially all its properties and assets substantially as an entirety to to, any personPerson, unless: (a) either (1i) the Company shall be the continuing corporation resulting, surviving or (2) the person transferee Person (if other than not the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be a Person organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and (ii) such Person shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (bii) except in the case of the Merger, immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been Issued by such Person or such Subsidiary at the time of such transaction), no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened occurred and be continuing; (iii) except in the case of the Merger, immediately after giving effect to such transaction, the resulting, surviving or transferee Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; and (civ) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, merger or transfer or lease and, if a and such supplemental indenture is required in connection with such transaction, such supplemental indenture, (if any) comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfiedIndenture. For purposes of the foregoingThe resulting, the transfer (by lease, assignment, sale surviving or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, transferee Person shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; Indenture, and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11lease, the Company shall be discharged from all obligations and covenants under this the Indenture and the Notes. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the CompanySecurities.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other person, engage in person (other than a statutory share exchange Subsidiary) or convey, transfer transfer, sell or lease its properties and assets substantially as an entirety to any person (other than a Subsidiary), permit any person (other than a Subsidiary) to consolidate with or merge into the Company, or permit any person (other than a Subsidiary) to convey, transfer, sell or lease that person's properties and assets substantially as an entirety to the Company, unless: (a1) either (1a) the Company shall be the continuing corporation surviving person or (2b) the person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (b2) at the time of immediately after giving effect to such transaction, no Event of Default Default, and no event whichthat, after notice or lapse of timetime or both, would become an Event of Default, shall have happened occurred and be continuing; and (c3) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 Section 801 and that all conditions precedent herein provided pro- vided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11, the Company shall be discharged from all obligations and covenants under this Indenture and the NotesSecurities. Subject to Section 9.06903, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.. ARTICLE NINE

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other person, engage in person (other than a statutory share exchange Subsidiary) or convey, transfer transfer, sell or lease its properties and assets substantially as an entirety to any person (other than a Subsidiary), permit any person (other than a Subsidiary) to consolidate with or merge into the Company, or permit any person (other than a Subsidiary) to convey, transfer, sell or lease that person's properties and assets substantially as an entirety to the Company, unless: (a) either (1) the Company shall be the continuing corporation surviving person or (2) the person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (b) at the time of immediately after giving effect to such transaction, no Event of Default Default, and no event whichthat, after notice or lapse of timetime or both, would become an Event of Default, shall have happened occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 V and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.1110.15, the Company shall be discharged from all obligations and covenants under this Indenture and the NotesSecurities. Subject to Section 9.069.6, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other person, engage in a statutory share exchange person or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (a) either (1) the Company shall be the continuing corporation or (2) the person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (b) at the time of immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for - relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.1111.14, the Company shall be discharged from all ----- obligations and covenants under this Indenture and the NotesSecurities. Subject to Section 9.069.02, the Company, the Trustee and the successor person shall enter into ---- a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall not may, without the consent of the Holders of the Notes, consolidate or amalgamate with, merge with or convert into any other person, engage in a statutory share exchange Person or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any personother Person, unlessif: (a) either such Person (1) the Company shall be the continuing corporation or (2) the person (if other than the Companyan individual) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of Bermuda or the United States or any of its political subdivisions and (ii) such Person shall expressly remain liable for or assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and this Indenture; (b) at the time of such transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, statutory share exchange, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or amalgamation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company ----------------------------------------- shall not consolidate with, merge with or into any other person, engage in a statutory share exchange person or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (a) either (1) the Company shall be the continuing corporation or (2) the person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and this Indenture; (b) at the time of such transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall ----------------------------------------- will not consolidate with, with or merge with or into any other personinto, engage in a statutory share exchange or convey, transfer or lease lease, in one transaction or a series of transactions, all or substantially all its properties assets (determined on a consolidated basis for the Company and assets substantially as an entirety to its Restricted Subsidiaries) to, any personother Person, unless: (a) either (1) the Company shall be the continuing corporation resulting, surviving or (2) the person (transferee Person, if other than the Company (the "Successor Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance"), transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this IndentureIndenture (and the Subsidiary Guarantees shall be confirmed as applying to such Person's obligations); (b2) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Company or the Successor Company, as applicable, or any Subsidiary as a result of such transaction as having been Incurred by the Company or the Successor Company or such Subsidiary at the time of such transaction), no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened occurred and be continuing; (3) immediately after giving effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a); and (c4) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, merger or transfer or lease and, if a supplemental indenture is required in connection with such transaction, and such supplemental indenture, inden ture (if any) comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfiedIndenture. For purposes of the foregoing, the transfer Nothing contained in clause (by lease, assignment, sale or otherwise3) of the this Section 5.01 shall prohibit (i) any Restricted Subsidiary from consolidating with, merging with or into, or transferring all or part of its properties and assets of one or more Subsidiaries (other than to the Company or (ii) the Company from merging with an Affiliate for the purpose of reincorporating the Company in another Subsidiary)jurisdiction to realize tax or other benefits; provided, whichhowever, if that in connection with any such assets were owned by merger, consolidation or asset transfer no consideration, other than common stock in the Company, would constitute all Successor Company or substantially all of the properties and assets of the Company, Company shall be deemed to issued or distributed. The Successor Company shall be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which to the Company is merged or the successor person to which such conveyance, transfer or lease is made and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with Indenture, but the same effect as if such successor had been named as the predecessor Company herein; and thereafter, except in the case of a conveyance, transfer or lease shall not be released from the obligation to pay the principal of and obligations interest on the Company may have under a supplemental indenture pursuant to Section 10.11, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the CompanySecurities.

When Company May Merge or Transfer Assets. The Company shall not may ------------------------------------------ consolidate with, or sell, lease or convey all or substantially all of its properties and assets to, or merge with or into any other personPerson, engage provided that -------- in a statutory share exchange or convey, transfer or lease its properties and assets substantially as an entirety to any person, unlesssuch case: (a) either (1) the Company shall be the continuing corporation or (2) the person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) successor Person shall be a Person organized and validly existing under the laws of the United States or any State thereof and (ii) such successor Person shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, the due and punctual payment of all amounts payable with respect to all the Securities, according to their terms, and the due and punctual performance and observance of all of the covenants, conditions and obligations of to be performed by the Company under the Notes Securities and this Indenture;; and (b) at immediately after giving effect to such merger or consolidation or such sale, lease or conveyance, and the time of such transactionassumption contemplated above, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened and be continuing; and (c) the Company or such successor Person shall have delivered to not be in default in the Trustee an Officers' Certificate and an Opinion performance of Counselany such covenant, each stating that condition or obligation. In the case of any such consolidation, merger, statutory share exchangesale, conveyance, transfer lease or lease and, if a supplemental indenture is required in connection with conveyance and upon any such transactionassumption by the successor Person , such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease of its properties and obligations the Company may have under a supplemental indenture pursuant to Section 10.11assets substantially as an entirety, the Company shall be discharged from all obligations and covenants relieved of any further obligation under this Indenture and the NotesSecurities. Subject Such successor Person thereupon may cause to Section 9.06be signed, and may issue either in its own name or in the name of the Company, any or all of the Trustee Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the successor person shall enter into a supplemental indenture to evidence Trustee; and, upon the succession and substitution order of such successor person and such discharge and release Person, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. The Trustee, subject to Section 7.01, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, complies with the provisions of this Article.

When Company May Merge or Transfer Assets. The Company Company, in a single transaction or through a series of related transactions, shall not consolidate with, with or merge with or into any other personPerson or transfer (by lease, engage in a statutory share exchange assignment, sale or convey, transfer otherwise) all or lease substantially all of its properties and assets substantially as an entirety to any personanother Person or group of affiliated Persons, unless: (a) either (1) the Company shall be the continuing corporation or (2) the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or the person to which acquires by conveyance, transfer all or lease substantially all of the properties and assets of the Company substantially as an entirety are trans- ferred (i) shall be a corporation, partnership or trust organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this IndentureIndenture and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) at the time of immediately after giving effect to such transaction, and the assumption contemplated by clause (a) above, no Event of Default Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, merger or transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 8 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Restricted Subsidiaries (other than to the Company or another direct or indirect wholly owned Subsidiary)) in a single transaction or through a series of related transactions, which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person Person formed by such consolidation or into which the Company is merged or the successor person Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; , and thereafter, except in the case of a lease of its properties and obligations the Company may have under a supplemental indenture pursuant to Section 10.11assets substantially as an entirety, the Company shall be discharged and released from all obligations and covenants under this Indenture and the NotesSecurities. Subject to Section 9.06, the Company, the The Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person Person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other person, engage in a statutory share exchange person or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (a) either (1) the Company shall be the continuing corporation or (2) the person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (b) at the time of immediately after giving effect to such transaction, no Default or Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.1111.14, the Company shall be discharged from all obligations and covenants under this Indenture and the NotesSecurities. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other person, engage in a statutory share exchange person or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (a) either (1) the Company shall be the continuing corporation or (2) the person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be a corporation, partnership or trust organized and validly existing under the laws of the United States or any state thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (b) at the time of immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, of the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease of its properties and obligations the Company may have under a supplemental indenture pursuant to Section 10.11assets substantially as an entirety, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. Subject to Section 9.06Indenture, the Company, the Trustee Securities and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Companycoupons.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other person, engage in a statutory share exchange person or convey, transfer transfer, sell, lease or lease otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to any person, unless: (a) either (1i) the Company shall be the continuing corporation or (2ii) the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or the person Person which acquires by conveyance, transfer transfer, sale, lease or lease other disposition all or substantially all of the properties and assets of the Company substantially as an entirety (i1) shall be organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii2) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Notes, this Indenture and this Indenturethe Registration Rights Agreement and, to the extent applicable, otherwise comply with the provisions of Section 13.06; (b) at the time of no Default shall have occurred and be continuing immediately before and after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer transfer, sale, lease or lease other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 10 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary)Subsidiaries, which, if such assets were owned by the Company, together with the assets of all of the other Subsidiaries of the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyCompany unless such transfer is to the Company or another Subsidiary. The successor person Person formed by such consolidation or into which the Company is merged or the successor person Person to which such conveyance, transfer transfer, sale, lease or lease other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a conveyance, transfer, sale, lease or other disposition and any obligations the Company may have under a supplemental indenture pursuant to Section 10.11indenture, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. Subject to Section 9.069.02, the Company, the Trustee and the successor person Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person Person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, merge with or merge into any other person, engage in a statutory share exchange Person or convey, transfer or lease all or substantially all its properties and assets substantially as an entirety to any personPerson, unless: (a) either (1i) the Company shall be the continuing corporation or (2) the person (if other than the Company) Person formed by such consolidation or into which the Company is merged or the person Person which acquires by conveyanceconveyance or transfer, transfer or lease which leases, all or substantially all the properties and assets of the Company substantially as an entirety (ithe "successor corporation") shall be a Person organized and validly existing under the laws of the United States or any State or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Debt Securities and this Indenture;; and (bii) at the time of immediately after giving effect to such transaction, no Event of Default Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and (c) the Company shall have delivered to the . The Trustee may request, in accordance with Section 6.03 hereof, an Officers' Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, statutory share exchange, conveyance, transfer or lease and, if a and such supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfiedcomplied with. For purposes of the foregoingUpon any consolidation with or merger into any other Person, the or any conveyance, transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all lease of the properties and assets of the CompanyCompany substantially as an entirety in accordance with this Section 10.01, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person corporation formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein; , and thereafter, except in thereafter the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11, the Company predecessor corporation shall be discharged from relieved of all obligations and covenants under this Indenture and the NotesDebt Securities. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.ARTICLE ELEVEN

When Company May Merge or Transfer Assets. The So long as any Securities shall be outstanding, the Company shall not not, directly or indirectly, consolidate with, with or merge with or into any other personcorporation or other person or sell, engage in a statutory share exchange lease, convey or convey, transfer all or lease substantially all of its properties and assets substantially as an entirety (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to any another person or group of affiliated persons (such successor corporation or person, as the case may be, shall in this Article 5 be referred to as the "Successor Company"), unless: (a1) either (1x) in the case of a merger or consolidation, the Company shall be the continuing corporation or (2y) the person Successor Company (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States of America or any State or the District of Columbia, and (ii) shall expressly assume, assume by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all the due and punctual payment of the obligations principal of and premium, if any, and interest, if any, on all the Securities and the performance of every covenant of this Indenture and in the Securities on the part of the Company under the Notes and this Indentureto be performed or observed; (b2) at the time of immediately after giving effect to such transaction, no Event of Default Default, and no event whichthat, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and; (c3) the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, statutory share exchange, conveyance, transfer or lease and, if a and such supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfiedcomplied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary)subsidiaries, which, if such assets were owned by the Company, would constitute 's interest in which constitutes all or substantially all of the properties and assets of the Company, Company shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other personperson (other than a Subsidiary), engage in effect a statutory share exchange or convey, transfer transfer, sell or lease its properties and assets substantially as an entirety to any personperson (other than a Subsidiary) or permit any person (other than a Subsidiary) to consolidate with or merge into the Company, unless: (ai) either (1) the Company shall be the continuing corporation surviving person or (2) the person (if other than the Company) formed by such consolidation or share exchange or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be is a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States States, any state thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (bii) at the time of immediately after giving effect to such transaction, no Event of Default Default, and no event whichthat, after notice or lapse of timetime or both, would become an Event of Default, shall have happened occurred and be continuing; and (ciii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 V and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.1110.15, the Company shall be discharged from all obligations and covenants under this Indenture and the NotesSecurities. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, merge with or into any other person, engage in a statutory share exchange person or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (a) either (1) the Company shall be the continuing corporation or (2) the person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and this Indenture; (b) at the time of such transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.all

When Company May Merge or Transfer Assets. The Company shall not not, without the consent of the Holders, consolidate with, merge with into or, transfer all or into substantially all of its assets to any other person, engage in a statutory share exchange or convey, transfer or lease its properties and assets substantially as an entirety to any personPerson, unless: (a) either (1) the Company shall be the continuing corporation or (2) the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyanceby, transfer all or lease substantially all of the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States or any of its political subdivisions and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and this Indenture; (b) at the time of such transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, or transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. . (d) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. . (e) The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyancesuch, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other person, engage in a statutory share exchange person or convey, transfer transfer, sell, lease or lease otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to any person, unless: (a) either (1i) the Company shall be the continuing corporation or (2ii) the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or the person Person which acquires by conveyance, transfer transfer, sale, lease or lease other disposition all or substantially all of the properties and assets of the Company substantially as an entirety (i1) shall be organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii2) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Notes, this Indenture and this Indenturethe Registration Rights Agreement and, to the extent applicable, otherwise comply with the provisions of Section 12.4; (b) at the time of immediately before and after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer transfer, sale, lease or lease other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 ARTICLE VII and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary)Subsidiaries, which, if such assets were owned by the Company, together with the assets of all of the other Subsidiaries of the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyCompany unless such transfer is to the Company or another Subsidiary. The successor person Person formed by such consolidation or into which the Company is merged or the successor person Person to which such conveyance, transfer transfer, sale, lease or lease other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a conveyance, transfer, sale, lease or other disposition and any obligations the Company may have under a supplemental indenture pursuant to Section 10.11indenture, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. Subject to Section 9.0611.6, the Company, the Trustee and the successor person Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person Person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company shall not consolidate with, with or merge with or into any other person, engage in a statutory share exchange person or convey, transfer transfer, sell, lease or lease otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to any person, unless: (a) either (1i) the Company shall be the continuing corporation or (2ii) the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or the person Person which acquires by conveyance, transfer transfer, sale, lease or lease other disposition all or substantially all of the properties and assets of the Company substantially as an entirety (i1) shall be organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii2) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (b) at the time of immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer transfer, sale, lease or lease other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 VII and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary)Subsidiaries, which, if such assets were owned by the Company, together with the assets of all of the other Subsidiaries of the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyCompany unless such transfer is to the Company or another Subsidiary. The successor person Person formed by such consolidation or into which the Company is merged or the successor person Person to which such conveyance, transfer transfer, sale, lease or lease other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a conveyance, transfer, sale, lease or other disposition and any obligations the Company may have under a supplemental indenture pursuant to Section 10.11indenture, the Company shall be discharged from all obligations and covenants under this Indenture and the NotesSecurities. Subject to Section 9.0611.6, the Company, the Trustee and the successor person Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person Person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. The Company ----------------------------------------- shall not consolidate with, merge with or into any other person, engage in a statutory share exchange person or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (a) either (1) the Company shall be the continuing corporation or (2) the person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and this Indenture; (b) at the time of such transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have happened and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, statutory share exchange, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 38 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.11, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. Subject to Section 9.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.