The Co-Issuer will not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of the Co-Issuers assets in one or a series of related transactions to, any Person, unless:
(a) the resulting, surviving or transferee Person (the Successor Co-Issuer) will be a corporation, limited liability company, public limited company, limited partnership or other entity organized and existing under the laws of (u) the United States of America, any State thereof or the District of Columbia, (v) Ireland, (w) England and Wales, (x) Jersey, (y) any member state of the European Union as in effect on the date the Offered Securities are first issued or (z) Switzerland; provided that the Successor Co-Issuer (if not the Co-Issuer) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Co-Issuer under the Offered Securities and this Indenture;
(b) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Co-Issuer or any Restricted Subsidiary as a result of such transaction as having been incurred by the Successor Co-Issuer or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and
(c) the Co-Issuer shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.
Notwithstanding the foregoing, the Co-Issuer may, directly or indirectly, consolidate with or merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Co-Issuer in another jurisdiction within the United States of America, any State thereof or the District of Columbia, Ireland, England and Wales, Jersey, any member state of the European Union as in effect on the date the Offered Securities are first issued or Switzerland to realize tax or other benefits.
Section 10.02 Successor Company or Successor Co-Issuer Substituted.
Upon any consolidation or merger, or any conveyance, transfer or lease of all or substantially all of the assets of the Company or the Co-Issuer, as applicable, in accordance with Section 10.01, the Successor Company or Successor Co-Issuer, as applicable, will succeed to, and be substituted for, and may exercise every right and power of, the Company or the Co-Issuer hereunder, as applicable, and the predecessor issuer or Co-Issuer, as applicable, other than in the case of a lease, will be automatically released from all obligations under the Offered Securities and this Indenture, including, without limitation, the obligation to pay the principal of and interest on the Offered Securities.
(27) Solely with respect to the application of such provisions to the Offered Securities, Article XIV of the Base Indenture is hereby replaced and superseded by the following provisions:
ADDITIONAL AMOUNTS; CERTAIN TAX PROVISIONS
Section 14.01 Redemption Upon Changes in Withholding Taxes.
Either or both of the Issuers may redeem all, but not less than all, of the Offered Securities under the following conditions:
(i) if there is an amendment to, or change in, the laws or regulations of a Relevant Taxing Jurisdiction (as defined below) or any change in the written application or official written interpretation of such laws, including any action taken by, or a change in published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction, regardless of whether such action, change or holding is with respect to either or both of the Issuers, which amendment or change is announced and becomes effective on or after the date of issuance of the Offered Securities (or, in the case of any Relevant Taxing Jurisdiction that becomes a Relevant Taxing Jurisdiction after such date of issuance, after such later date);