Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets
The Indenture will provide that neither any Issuer nor the Parent Guarantor may, directly or indirectly, consolidate, amalgamate or merge with
or into or wind up or convert into (whether or not such Issuer or the Parent Guarantor is the surviving Person), 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 (including, in each case, pursuant to a Delaware LLC Division) unless:
(1) such Issuer or the Parent Guarantor, as the case may be, is the surviving Person or the Person
formed by or surviving any such consolidation, amalgamation, merger, Delaware LLC Division, winding up or conversion (if other than an Issuer or the Parent Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other
disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of Bermuda, the United States, any state thereof, the District of Columbia, any territory of the United States, any
country that is a member of the Organization for Economic Co-operation and Development (OECD) or Singapore (such Issuer, the Parent Guarantor or such Person, as the case may be, being herein called
the Successor Company); provided that in the case where the surviving Person, if not an Issuer, is not a corporation or a Bermuda company, a co-obligor of the Notes is a corporation or a
Bermuda company;
(2) the Successor Company (if other than an Issuer or the Parent Guarantor)
expressly assumes all the obligations of such Issuer or the Parent Guarantor under the Indenture and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;
(3) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an
obligation of the Successor Company as a result of such transaction as having been Incurred by the Successor Company at the time of such transaction) no Default shall have occurred and be continuing; and
(4) such Issuer or the Parent Guarantor, as applicable, 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 indentures (if any) comply with the Indenture.
The Successor Company (if other than an Issuer or the Parent Guarantor) will succeed to, and be substituted for, such Issuer or the Parent
Guarantor, as applicable, under the Indenture and the Notes, and in such event such Issuer or the Parent Guarantor, as applicable, will automatically be released and discharged from its obligations under the Indenture and the Notes. This covenant
will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among any of the Issuers, their Restricted Subsidiaries and the Parent Guarantor.
Defaults
An Event of Default will be
defined in the Indenture with respect to the Notes as:
(1) a default in any payment of interest on
any Note when the same becomes due and payable and such default continues for a period of 30 days,
(2) a default in the payment of principal or premium, if any, of any Notes when due at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise,
(3) the failure to comply with the covenant described under Merger, Amalgamation,
Consolidation or Sale of All or Substantially All Assets above,
(4) (i) failure by the
Issuers for 90 days after receipt of written notice from the Trustee or holders of Notes to comply with any of their obligations described in Certain CovenantsReports and Other Information and (ii) the failure by the
Issuers for 60 days after receipt of written notice from the Trustee or holders of Notes to comply with their other agreements contained in the Notes or the Indenture,
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