Common use of Company May Consolidate, Etc. on Certain Terms Clause in Contracts

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive amalgamations, reconstructions, consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company as an entirety or substantially as an entirety, to any other corporation authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstanding; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (ii) the Company hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale, conveyance, transfer, lease (other than by way of a temporary lease in the ordinary course of business) or assumption, (a) the due and punctual payment of the principal of and interest, if any, on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this Indenture, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viii).

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b)11.02, nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Company shall not consolidate with, merge with or into any other corporation or corporations (whether or not affiliated with the Company)into, or successive amalgamationssell, reconstructionsconvey, consolidations transfer or mergers in which the Company lease all or substantially all of its successor or successors shall be a party or parties, or shall prevent properties and assets to another Person (other than any such sale, conveyance, transfer or lease to one or more of the property Guarantors), unless (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a Person that is organized, incorporated, formed or registered (as the case may be) and existing under the laws of the United States of America, any State thereof or the District of Columbia, the British Virgin Islands, the Cayman Islands, the Islands of Bermuda, the United Kingdom, Ireland, Luxembourg, Canada or any province thereof, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company as an entirety or substantially as an entiretyunder the Notes and this Indenture (including, for the avoidance of doubt, the obligation to make any other corporation authorized Additional Payments to acquire the extent required under Section 18.17(a)(ii) and operate the same or shall prevent the assumption of the Company’s obligations hereunder Tax Redemption right in Section 18.17(b)(i)) and under all Securities Outstanding; provided, however, that (ib) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person. The provisions set forth in this Section 11.01 shall not restrict (and shall not apply to): (i) any Subsidiary consolidating with, merging with or into, or selling, conveying, transferring or leasing all or substantially all of its assets to the Company and (ii) the Company hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale, conveyance, transfer, lease (other than by way creation of a temporary lease in the ordinary course of business) or assumption, (a) the due and punctual payment of the principal of and interest, if any, on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this Indenture, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viii)new Guarantor.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall not merge (afusion) Subject to the provisions of Section 9.1(b), nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Company consolidate with or into any other corporation or corporations Person (whether or not affiliated with other than a wholly-owned subsidiary of the Company), split-off (scission), or successive amalgamationssell or convey all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), reconstructions, consolidations or mergers in which unless (a) the Company shall be the continuing Person, or its the successor Person or successors the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease Person organized under the Laws of the property United States of America or any State thereof or of France or of any other member of the Company as European Union and shall expressly assume by an entirety or substantially as an entiretyinstrument supplemental hereto, executed and delivered to any other corporation authorized the Trustee, in form satisfactory to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstanding; providedTrustee, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (ii) the Company hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale, conveyance, transfer, lease (other than by way of a temporary lease in the ordinary course of business) or assumption, (a) the due and punctual payment of the principal of and interest, if any, on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this IndentureSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture CVR Agreement to be performed or observed by the Company, shall be expressly assumedincluding, by supplemental indenture satisfactory without limitation, the provisions concerning governing law and consent to jurisdiction set forth in form to the TrusteeSection 1.10 hereof, executed and delivered to the Trustee by the corporation formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired such property or assumed such obligations; and (b) any corporation formed by the Company, or such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenturesuccessor Person, as the case may be, shall not, immediately after such deduction merger or withholdingconsolidation, shall equal the respective amounts of principalsplit-off, premiumor such sale or conveyance, if any, interest, if any, and sinking fund payments, if any, as specified be in breach in the Securities to which performance of any such Holders covenant or the Trustee is entitled; provided, however, that the foregoing shall not apply to condition and (ic) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) a split-off or (B)spin-off, is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (viii) inclusive abovethe Company shall have certified to the Trustee that, or (viii) any estateto the Company’s knowledge based upon the reasons articulated in such certificate, inheritancesuch successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of including the foregoing clauses (i) through (viii)covenant set forth in Section 7.10.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing Nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Company with or into any other corporation or corporations Person (whether or not affiliated with the Company, as the case may be), or successive amalgamations, reconstructions, consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company Company, as the case may be, or its successor or successors as an entirety entirety, or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company, as the case may be, or its successor or successors) authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstandingsame; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (iia) the Company hereby covenants is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and agrees thatexisting under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such amalgamation, reconstruction, consolidation, merger, sale, conveyance, transfertransfer or lease, lease (other than by way of a temporary lease in the ordinary course of business) or assumption, (a) the due and punctual payment of the principal of (and interestpremium, if any, on all of the Securities ) and all other amounts payable interest on the Securities of a series pursuant to the terms of this Indenture, according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company, Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act of 1939, as then in effect) satisfactory in form to the Trustee, and executed and delivered to the Trustee by the corporation Person formed by such amalgamation, reconstruction, consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the corporation Person which shall have acquired such property or assumed such obligations; property, and (bc) any corporation formed by after giving effect to such amalgamationconsolidation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, giftmerger, sale, transferconveyance, personal property transfer or similar taxlease, assessment no Default or other governmental charge or (ix) any combination Event of the foregoing clauses (i) through (viii)Default shall have occurred and be continuing.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing Nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Company with or into any other corporation or corporations Person (whether or not affiliated with the Company, as the case may be), or successive amalgamations, reconstructions, consolidations or mergers in which the Company or its successor or successors successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company Company, or its successor or successors, as the case may be, as an entirety entirety, or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company or its successor or successors, as the ;case may be) authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstandingsame; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (iia) the Company hereby covenants is the surviving entity, or the entity formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a corporation, partnership, trust or other entity organized and agrees thatexisting under the laws of the United States or any State thereof or the District of Columbia, (b) if the Company is not the surviving entity, upon any such amalgamation, reconstruction, consolidation, merger, sale, conveyance, transfertransfer or lease, lease (other than by way of a temporary lease in the ordinary course of business) or assumption, (a) the due and punctual payment of the principal of and interest, if any, on all of the Securities and all other amounts payable interest on the Securities of a series pursuant to the terms of this Indenture, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company, Company shall be expressly assumedassumed by the surviving entity, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect applicable to indentures qualified thereunder) satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by the corporation entity formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation entity which shall have acquired such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indentureproperty, as the case may be, (c) after giving effect to such deduction or withholdingconsolidation, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, giftmerger, sale, transferconveyance, personal property transfer or similar taxlease, assessment no Default or other governmental charge Event of Default shall have occurred and be continuing, (d) such consolidation, merger, sale, conveyance, transfer or (ix) lease is permitted under the Declaration and Preferred Securities Guarantee and does not give rise to any combination breach or violation of the foregoing clauses Declaration or Preferred Securities Guarantee, and (ie) through (viii)each company that is an insurance subsidiary of the Company immediately prior to the transaction shall, immediately after such transaction, have an A.M. Best financial strength rating equal to or higher than the rating assigned to such subsidiary immediately prior to the transaction.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing contained in this Indenture or in any of the Securities The Company shall prevent any amalgamation, reconstruction, consolidation or merger of the Company not consolidate with or merge into any other corporation or corporations Person (whether or not affiliated with the Company), or successive amalgamations, reconstructions, consolidations or mergers in a transaction in which the Company is not the surviving entity) or its successor or successors shall be a party or parties, or shall prevent any sale, conveyanceconvey, transfer or lease of its properties and assets substantially as an entirety to any Person, unless (a) the property Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety or substantially as an entirety, to any other corporation authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstanding; provided, however, that be (i) immediately after giving effect to such transactiona corporation, no Event of Default shall have occurred and be continuing; and limited liability company, partnership or trust, (ii) shall be organized and validly existing under the Company hereby covenants laws of the United States of America, any State thereof, the District of Columbia or any member country of the European Union and agrees that(iii) shall expressly assume, upon any such amalgamationby an indenture supplemental hereto, reconstructionexecuted and delivered to the Trustee, consolidationin form satisfactory to the Trustee, merger, sale, conveyance, transfer, lease (other than by way of a temporary lease in the ordinary course of business) or assumption, (a) the due and punctual payment of the principal of and interest, if any, any premium and interest on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this Indenture, according to their tenor, and the due and punctual performance and or observance of all of the covenants and conditions every covenant of this Indenture on the part of the Company to be performed by the Company, shall be expressly assumedperformed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee Trustee, by the corporation Person (if other than the Company) formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or by the Person which shall have acquired the Company’s assets and the Guarantor[s]; (b) immediately after giving effect to such property transaction and treating any indebtedness which becomes an obligation of the Company or assumed any Subsidiary as a result of such obligations shall in such supplemental indenture, agree that any amounts to be paid transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of 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 has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in respect connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not organized under the laws of the Securities United States of America, any State thereof, the District of Columbia or any member of the European Union which shall be paid without deduction or withholding for any and all present and future taxesagree, leviesin form satisfactory to the Trustee, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or (i) to subject itself to the jurisdiction of the United States district court for the account Southern District of New York and (ii) to indemnify and hold harmless the holders of all Securities against (A) any tax, assessment or governmental charge imposed on such holders by a jurisdiction where such corporation is incorporated other than the United States or any political subdivision or taxing authority thereof or therein orwith respect to, if deduction and withheld on the making of, any payment of principal or withholding of interest on such Securities and which would not have been so imposed and withheld had such consolidation, merger, sale or conveyance not been made and (B) any such taxestax, leviesassessment or governmental charge imposed on or relating to, imposts and any costs or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authorityexpenses involved in, such corporation will (subject to compliance by the Holders consolidation, merger, sale or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts conveyance. The restrictions in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing Section 9.01 shall not apply to (i) any present the merger or future taxesconsolidation of the Company with one of its affiliates, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for if the fact Board of Directors determines in good faith that the Holder purpose of such transaction is principally to change the Company’s State of formation or beneficial owner convert the Company’s form of organization to another form, or (ii) the merger of the relevant Security Company with or into a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware, if applicable. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Company where the Company is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, the survivor of such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Securitytransaction, or the collection acquisition by the Company, by purchase or otherwise, of principal of, premium, if any, and interest, if any, on, all or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect part of the relevant Security, property of any other Person (iv) any present whether or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) affiliated with the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viiiCompany).

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing contained in this Indenture or in any of the Securities The Company shall prevent any amalgamation, reconstruction, consolidation or merger of the Company not consolidate with or merge into any other corporation or corporations Person (whether or not affiliated with the Company), or successive amalgamations, reconstructions, consolidations or mergers in a transaction in which the Company is not the surviving entity) or sell, lease, convey, transfer or otherwise dispose of its successor property and assets substantially as an entirety to any Person, unless (a) the Person formed by such consolidation or successors into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety (i) shall be a party corporation, limited liability company, partnership or partiestrust, or (ii) shall prevent any sale, conveyance, transfer or lease be organized and validly existing under the laws of the property United States of America, any State thereof or the District of Columbia and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company as an entirety to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company) formed by such consolidation or substantially as an entirety, to any other corporation authorized to acquire and operate into which the same Company shall have been merged or by the Person which shall prevent the assumption of have acquired the Company’s obligations hereunder and under all Securities Outstandingassets; provided, however, that (ib) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default shall have occurred and be continuing; and (iic) the Company hereby covenants has delivered to the Trustee an Officer’s Certificate and agrees thatan Opinion of Counsel, upon any each stating that such amalgamation, reconstruction, consolidation, merger, sale, conveyance, transfertransfer or lease and, lease if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The conditions of (other than by way a)(ii) above shall not apply in the case of a temporary lease in corporation or entity not organized under the ordinary course of business) or assumption, (a) the due and punctual payment laws of the principal United States of and interestAmerica, if anyany State thereof or the District of Columbia which shall agree, on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this Indenture, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form satisfactory to the Trustee, executed and delivered (i) to subject itself to the Trustee by jurisdiction of the corporation formed by such amalgamation, reconstruction, consolidation, or into which United States district court for the Company shall have been merged, or by the corporation which shall have acquired such property or assumed such obligations; Southern District of New York and (bii) to indemnify and hold harmless the holders of all Securities against (A) any corporation formed tax, assessment or governmental charge imposed on such holders by such amalgamation, reconstruction or consolidation or into which a jurisdiction other than the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated United States or any political subdivision or taxing authority thereof or therein orwith respect to, if deduction and withheld on the making of, any payment of principal or withholding of interest on such Securities and which would not have been so imposed and withheld had such consolidation, merger, sale or conveyance not been made and (B) any such taxestax, leviesassessment or governmental charge imposed on or relating to, imposts and any costs or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authorityexpenses involved in, such corporation will (subject to compliance by the Holders consolidation, merger, sale or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts conveyance. The restrictions in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing Section 9.01 shall not apply to (i) any present the merger or future taxesconsolidation of the Company with one of its affiliates, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for if the fact Board of Directors determines in good faith that the Holder purpose of such transaction is principally to change the Company’s state of incorporation or beneficial owner convert the Company’s form of organization to another form, or (ii) the merger of the relevant Security Company with or into a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware, if applicable. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Company where the Company is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, the survivor of such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Securitytransaction, or the collection acquisition by the Company, by purchase or otherwise, of principal of, premium, if any, and interest, if any, on, all or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect part of the relevant Security, property of any other Person (iv) any present whether or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) affiliated with the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viiiCompany).

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing Nothing contained in this Indenture or in any of the Securities Surplus Notes shall prevent any amalgamation, reconstruction, consolidation or merger of the Company with or into any other corporation or corporations Person (whether or not affiliated with the Company, as the case may be), or successive amalgamations, reconstructions, consolidations or mergers in which the Company or its successor or successors successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company Company, or its successor or successors, as the case may be, as an entirety entirety, or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company or its successor or successors, as the case may be) authorized to acquire and operate the same or shall prevent the assumption any conversion of the Company’s obligations hereunder and under all Securities OutstandingCompany from a stock insurance company to any other form of entity (any such action a “Conversion”); provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (iia) the Company hereby covenants is the surviving entity, or the entity formed by or surviving any such consolidation, merger or Conversion (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a corporation, partnership, trust or other entity organized and agrees thatexisting under the laws of the United States or any State thereof or the District of Columbia, (b) if the Company is not the surviving entity, upon any such amalgamation, reconstruction, consolidation, merger, Conversion, sale, conveyance, transfertransfer or lease, lease (other than by way of a temporary lease in the ordinary course of business) or assumption, (a) the due and punctual payment of the principal of and interest, if any, on all of the Securities and all other amounts payable interest on the Securities of a series pursuant to the terms of this Indenture, Surplus Notes according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company, Company shall be expressly assumedassumed by the surviving entity, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect applicable to indentures qualified thereunder) satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by the corporation entity formed by such amalgamation, reconstruction, consolidationconsolidation or Conversion, or into which the Company shall have been merged, or by the corporation entity which shall have acquired such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indentureproperty, as the case may be, (c) after giving effect to such deduction or withholdingconsolidation, shall equal the respective amounts of principalmerger, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, giftConversion, sale, transferconveyance, personal property transfer or similar taxlease, assessment no Default or other governmental charge Event of Default shall have occurred and be continuing, (d) immediately after such transaction, the successor entity, as applicable, shall have an A.M. Best financial strength rating equal to or higher than the rating assigned to the Company immediately prior to the transaction; and (ixe) any combination the Payment Restrictions to which the successor entity, as applicable, is subject following such transaction, based on its jurisdiction of domicile or otherwise, shall not be materially more restrictive than those to which the Company was subject upon original issuance of the foregoing clauses (i) through (viii)Surplus Notes.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing contained 12.02 and notwithstanding anything to the contrary in this Indenture or in any of the Securities shall prevent any amalgamationIndenture, reconstruction, consolidation or merger of the Company shall not consolidate or merge with or into any other corporation or corporations Person (whether or not affiliated with the Company), or successive amalgamationssell, reconstructions, consolidations convey or mergers in lease all or substantially all of its assets or properties to any Person unless the person formed by such consolidation or into which the Company is merged or its successor the Person which acquires by conveyance or successors transfer, or which leases, all or substantially all of the assets or properties of the Company shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease corporation organized under the laws of the property United States of America, any state thereof or the Company as an entirety or substantially as an entiretyDistrict of Columbia; and unless, to any other corporation authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstanding; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (ii) the Company hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale, conveyanceconveyance or lease, transferthere shall be no Event of Default under this Indenture, lease (other than by way and no event which, after notice or passage of a temporary lease in the ordinary course time or both, would become an Event of business) Default. Further, upon any such consolidation, merger, sale, conveyance or assumptionlease, (a) the due and punctual payment of the principal of and interestpremium, if any, and Liquidated Damages, if any, on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this IndentureNotes, according to their tenorterms, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, assumed by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation (if other than the Company) formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired such property or assumed such obligations; leased all or substantially all of the Company’s assets or properties, and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities indenture shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or provide for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts applicable conversion rights set forth in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viii)Article 15.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions The Company may consolidate with, or merge into, or sell, lease or convey all or substantially all of Section 9.1(b)its assets to, nothing contained in this Indenture or any Person, provided that in any of such case, (i) either the Securities Company shall prevent any amalgamationbe the continuing corporation, reconstruction, or the corporation formed by such consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive amalgamations, reconstructions, consolidations or mergers in which the Company is merged or its successor or successors shall be a party or parties, or shall prevent any the Person which acquires by sale, conveyance, transfer lease or lease of the property of the Company as an entirety conveyance all or substantially as an entirety, to any other corporation authorized to acquire and operate the same or shall prevent the assumption all of the Company’s obligations hereunder assets shall be a corporation organized and existing under all Securities Outstanding; provided, however, that (i) immediately after giving effect to the laws of the United States of America or a State thereof or the District of Columbia and such transaction, no Event of Default corporation shall have occurred and be continuing; and (ii) the Company hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale, conveyance, transfer, lease (other than by way of a temporary lease in the ordinary course of business) or assumption, (a) expressly assume the due and punctual payment of the principal of (and interestpremium, if any, ) and any interest on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this IndentureSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, Company by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation formed by such amalgamationcorporation, reconstruction, and (ii) immediately after such merger or consolidation, or into which the Company such sale, lease or conveyance, no Event of Default or no event which, after notice or lapse of time or both, would become an Event of Default, shall have been mergedoccurred and be continuing. The Company may not consolidate with, merge into, or by the corporation which shall have acquired such property sell, lease or assumed such obligations; and (b) any corporation formed by such amalgamationconvey all or substantially all of its assets to, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein oranother Person, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of such consolidation, merger, sale, lease or pursuant conveyance, any property owned by the Company or a Restricted Subsidiary immediately prior thereto would be subjected to a lien, unless (a) simultaneously therewith or prior thereto effective provision shall be made for the securing (equally and ratably with any European Union Directive on other indebtedness of or guaranteed by the taxation of savings implementing the conclusions Company then entitled thereto) of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner due and punctual payment of the relevant Security had been principal of and interest on all of the Holder of Securities equally and ratably with (or prior to) the debt secured by such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive abovelien, or (viiib) any estate, inheritance, gift, sale, transfer, personal property the Company would be permitted to create such lien pursuant to Section 4.05 or similar tax, assessment or other governmental charge or (ix) any combination of 4.07 without equally and ratably securing the foregoing clauses (i) through (viii)Securities.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b)12.02, nothing contained in this Indenture or in any of the Securities Notes shall prevent any amalgamation, reconstruction, consolidation or merger of the Company with or into any other corporation Person or corporations Persons (whether or not affiliated with the Company), or successive amalgamations, reconstructions, consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease (or successive sales, conveyances or leases) of all or substantially all of the property of the Company and its consolidated Subsidiaries, taken as an entirety or substantially as an entiretya whole, to any other corporation Person (whether or not affiliated with the Company), authorized to acquire and operate the same or and that shall prevent be organized under the assumption laws of the Company’s obligations hereunder and under all Securities OutstandingUnited States of America, any state thereof or the District of Columbia; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (ii) the Company hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale, conveyanceconveyance or lease, transfer, lease (other than by way of a temporary lease in the ordinary course of business) or assumption, (a) the due and punctual payment of the principal of and interestpremium, if any, and interest (including Liquidated Damages, if any) on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this IndentureNotes, according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation Person (if other than the Company) formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation which Person that shall have acquired or leased such property or assumed such obligations; property, and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities indenture shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or provide for the account of the jurisdiction where applicable conversion rights set forth in Section 15.06. No such corporation is incorporated or any political subdivision or taxing authority thereof or therein orconsolidation, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, giftmerger, sale, transfer, personal property conveyance or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viii)lease shall be permitted that is not in compliance with this Section 12.01.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing contained in this Indenture or in any of the Securities The Company shall prevent any amalgamation, reconstruction, consolidation or merger of the Company not consolidate with or merge into any other corporation or corporations Person (whether or not affiliated with the Company), or successive amalgamations, reconstructions, consolidations or mergers in a transaction in which the Company is not the surviving entity) or its successor or successors shall be a party or parties, or shall prevent any sale, conveyanceconvey, transfer or lease of its properties and assets substantially as an entirety to any Person, unless (a) the property Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety or substantially as an entirety, to any other corporation authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstanding; provided, however, that be (i) immediately after giving effect to such transactiona corporation, no Event of Default shall have occurred and be continuing; and limited liability company, partnership or trust, (ii) shall be organized and validly existing under the Company hereby covenants laws of the United States of America, any State thereof or the District of Columbia and agrees that(iii) shall expressly assume, upon any such amalgamationby an indenture supplemental hereto, reconstructionexecuted and delivered to the Trustee, consolidationin form satisfactory to the Trustee, merger, sale, conveyance, transfer, lease (other than by way of a temporary lease in the ordinary course of business) or assumption, (a) the due and punctual payment of the principal of and interest, if any, any premium and interest on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this Indenture, according to their tenor, and the due and punctual performance and or observance of all of the covenants and conditions every covenant of this Indenture on the part of the Company to be performed by the Company, shall be expressly assumedperformed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee Trustee, by the corporation Person (if other than the Company) formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or by the Person which shall have acquired the Company’s assets and the Guarantor; (b) immediately after giving effect to such property transaction and treating any indebtedness which becomes an obligation of the Company or assumed any Subsidiary as a result of such obligations shall in such supplemental indenture, agree that any amounts to be paid transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of 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 has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in respect connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not organized under the laws of the Securities United States of America, any State thereof or the District of Columbia which shall be paid without deduction or withholding for any and all present and future taxesagree, leviesin form satisfactory to the Trustee, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or (i) to subject itself to the jurisdiction of the United States district court for the account Southern District of New York and (ii) to indemnify and hold harmless the holders of all Securities against (A) any tax, assessment or governmental charge imposed on such holders by a jurisdiction where such corporation is incorporated other than the United States or any political subdivision or taxing authority thereof or therein orwith respect to, if deduction and withheld on the making of, any payment of principal or withholding of interest on such Securities and which would not have been so imposed and withheld had such consolidation, merger, sale or conveyance not been made and (B) any such taxestax, leviesassessment or governmental charge imposed on or relating to, imposts and any costs or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authorityexpenses involved in, such corporation will (subject to compliance by the Holders consolidation, merger, sale or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts conveyance. The restrictions in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing Section 9.01 shall not apply to (i) any present the merger or future taxesconsolidation of the Company with one of its affiliates, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for if the fact Sole Member determines in good faith that the Holder purpose of such transaction is principally to change the Company’s State of formation or beneficial owner convert the Company’s form of organization to another form, or (ii) the merger of the relevant Security Company with or into a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware, if applicable. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Company where the Company is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, the survivor of such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Securitytransaction, or the collection acquisition by the Company, by purchase or otherwise, of principal of, premium, if any, and interest, if any, on, all or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect part of the relevant Security, property of any other Person (iv) any present whether or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) affiliated with the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viiiCompany).

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing contained in this Indenture or in any of the Securities The Company shall prevent any amalgamation, reconstruction, consolidation or merger of the Company not consolidate with or merge into any other corporation or corporations Person (whether or not affiliated with the Company), or successive amalgamations, reconstructions, consolidations or mergers in a transaction in which the Company is not the surviving entity) or its successor or successors shall be a party or parties, or shall prevent any sale, conveyanceconvey, transfer or lease of its properties and assets substantially as an entirety to any Person, unless (a) the property Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety or substantially as an entirety, to any other corporation authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstanding; provided, however, that (i) immediately after giving effect to such transactionshall be a corporation, no Event of Default shall have occurred and be continuing; and limited liability company, partnership or trust, (ii) shall be organized and validly existing under the Company hereby covenants laws of the United States of America, any State thereof or the District of Columbia and agrees that(iii) shall expressly assume, upon any such amalgamationby an indenture supplemental hereto, reconstructionexecuted and delivered to the Trustee, consolidationin form satisfactory to the Trustee, merger, sale, conveyance, transfer, lease (other than by way of a temporary lease in the ordinary course of business) or assumption, (a) the due and punctual payment of the principal of and interest, if any, any premium and interest on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this Indenture, according to their tenor, and the due and punctual performance and or observance of all of the covenants and conditions every covenant of this Indenture on the part of the Company to be performed by the Company, shall be expressly assumedperformed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee Trustee, by the corporation Person (if other than the Company) formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or by the Person which shall have acquired the Company’s assets; (b) immediately after giving effect to such property transaction and treating any indebtedness which becomes an obligation of the Company or assumed any Subsidiary as a result of such obligations shall in such supplemental indenture, agree that any amounts to be paid transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in respect connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not organized under the laws of the Securities United States of America, any State thereof or the District of Columbia which shall be paid without deduction or withholding for any and all present and future taxesagree, leviesin form satisfactory to the Trustee, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or (i) to subject itself to the jurisdiction of the United States district court for the account Southern District of New York and (ii) to indemnify and hold harmless the holders of all Securities against (A) any tax, assessment or governmental charge imposed on such holders by a jurisdiction where such corporation is incorporated other than the United States or any political subdivision or taxing authority thereof or therein orwith respect to, if deduction and withheld on the making of, any payment of principal or withholding of interest on such Securities and which would not have been so imposed and withheld had such consolidation, merger, sale or conveyance not been made and (B) any such taxestax, leviesassessment or governmental charge imposed on or relating to, imposts and any costs or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authorityexpenses involved in, such corporation will (subject to compliance by the Holders consolidation, merger, sale or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts conveyance. The restrictions in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing Section 9.01 shall not apply to (i) any present the merger or future taxesconsolidation of the Company with one of its affiliates, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for if the fact Board of Directors determines in good faith that the Holder purpose of such transaction is principally to change the Company’s State of incorporation or beneficial owner convert the Company’s form of organization to another form, or (ii) the merger of the relevant Security Company with or into a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware, if applicable. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Company where the Company is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, the survivor of such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Securitytransaction, or the collection acquisition by the Company, by purchase or otherwise, of principal of, premium, if any, and interest, if any, on, all or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect part of the relevant Security, property of any other Person (iv) any present whether or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) affiliated with the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viiiCompany).

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing Nothing contained in this Indenture or in any of the Debt Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), ) or successive amalgamations, reconstructions, consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of all or substantially all of the property or capital stock of the Company as an entirety or substantially as an entiretyits successor or successors, to any other corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstandingsame; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (ii) the Company hereby covenants and agrees that, (i) upon any such amalgamation, reconstruction, consolidation, mergermerger (where the Company is not the surviving corporation), sale, conveyance, transfertransfer or other disposition, lease (other than by way of the successor entity shall be a temporary lease in corporation organized and existing under the ordinary course of business) or assumption, (a) the due and punctual payment laws of the principal United States or any state thereof or the District of and interest, if any, on Columbia (unless such corporation has (1) agreed to make all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this Indenture, according to their tenor, and the payments due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Debt Securities shall be paid or, if outstanding, the Capital Securities and Capital Securities Guarantee without withholding or deduction for, or withholding for on account of, any and all present and future taxes, leviesduties, imposts assessments or other governmental charges whatsoever imposed, assessed, levied under the laws or collected by or for the account regulations of the jurisdiction where of organization or residence (for tax purposes) of such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be unless required by such jurisdiction or any such subdivision or authorityapplicable law, in which case such corporation will (subject shall have agreed to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may shall be necessary in order required so that the net amounts paid to received and retained by the Holders holders of the such Debt Securities or the Trustee under this IndentureCapital Securities, as the case may be, after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such deduction or withholdingholders would have received and retained had no such taxes (including withholding taxes), shall equal the respective amounts of principalduties, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts assessments or other governmental charges which would not have been so imposed, assessed(2) irrevocably and unconditionally consented and submitted to the jurisdiction of any United States federal court or New York state court, levied in each case located in The City of New York, Borough of Manhattan, in respect of any action, suit or collected but proceeding against it arising out of or in connection with this Indenture, the Debt Securities, the Capital Securities Guarantee or the Declaration and irrevocably and unconditionally waived, to the fullest extent permitted by law, any objection to the laying of venue in any such court or that any such action, suit or proceeding has been brought in an inconvenient forum and (3) irrevocably appointed an agent in The City of New York for the fact that the Holder service of process in any action, suit or beneficial owner proceeding referred to in clause (2) above) and such corporation expressly assumes all of the relevant Security is or has been a domiciliaryobligations of the Company under the Debt Securities, national or resident ofthis Indenture, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or Capital Securities Guarantee and the collection of principal of, premium, if any, Declaration and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant giving effect to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying withsuch consolidation, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, giftmerger, sale, transferconveyance, personal property or similar tax, assessment transfer or other governmental charge disposition, no Default or (ix) any combination Event of the foregoing clauses (i) through (viii)Default shall have occurred and be continuing.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b)11.02, nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Company shall not consolidate with, merge with or into any other corporation or corporations (whether or not affiliated with the Company)into, or successive amalgamationssell, reconstructionsconvey, consolidations transfer or mergers in which the Company lease all or substantially all of its successor or successors shall be a party or parties, or shall prevent properties and assets to another Person (other than any such sale, conveyance, transfer or lease to one or more of the property Guarantors), unless (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a Person that is organized, incorporated, formed or registered (as the case may be) and existing under the laws of the United States of America, any State thereof or the District of Columbia, the British Virgin Islands, the Cayman Islands, the Islands of Bermuda, the United Kingdom, Ireland, Luxembourg, Canada or any province thereof, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company as an entirety or substantially as an entiretyunder the Notes and this Indenture (including, for the avoidance of doubt, the obligation to make any other corporation authorized Additional Payments to acquire the extent required under Section 18.17(a)(ii) and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstanding; provided, however, that (ib) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person. The provisions set forth in this Section 11.01 shall not restrict (and shall not apply to): (i) any Subsidiary consolidating with, merging with or into, or selling, conveying, transferring or leasing all or substantially all of its assets to the Company and (ii) the Company hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale, conveyance, transfer, lease (other than by way creation of a temporary lease in the ordinary course of business) or assumption, (a) the due and punctual payment of the principal of and interest, if any, on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this Indenture, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viii)new Guarantor.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing contained 12.02 and notwithstanding anything to the contrary in this Indenture or in any of the Securities shall prevent any amalgamationIndenture, reconstruction, consolidation or merger of the Company shall not consolidate or merge with or into any other corporation or corporations Person (whether or not affiliated with the Company), or successive amalgamationssell, reconstructions, consolidations convey or mergers in lease its assets and properties substantially as an entirety to any Person unless the Company is the surviving Person or the Person formed by such consolidation or into which the Company is merged or its successor the Person that acquires by conveyance or successors transfer, or that leases the assets and properties of the Company substantially as an entirety shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease corporation organized under the laws of the property United States of America, any state thereof or the Company as an entirety or substantially as an entiretyDistrict of Columbia; and unless, to any other corporation authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstanding; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (ii) the Company hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale, conveyanceconveyance or lease, transferthere shall be no Event of Default under this Indenture, lease (other than by way and no event which, after notice or passage of a temporary lease in the ordinary course time or both, would become an Event of business) Default. Further, upon any such consolidation, merger, sale, conveyance or assumptionlease, (a) the due and punctual payment of the principal of and premium, if any, accrued and unpaid interest, including Contingent Interest, if any, and accrued and unpaid Liquidated Damages, if any, on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this IndentureDebentures, according to their tenorterms, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, assumed by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation Person (if other than the Company) formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired such property or assumed such obligations; leased the Company’s assets or properties substantially as an entirety, and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities indenture shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or provide for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts applicable conversion rights set forth in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viii)Article 15.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing contained in this Indenture The Company covenants that it will not merge or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Company consolidate with or into any other corporation Corporation or corporations (whether or not affiliated with the Company)sell, or successive amalgamations, reconstructions, consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company as an entirety or substantially as an entirety, to any other corporation authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstanding; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (ii) the Company hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale, conveyanceassign, transfer, lease or otherwise convey all or substantially all of its property or assets to any Person, unless (i) either the Company shall be the continuing Corporation, or the successor Person (if other than by way the Company) shall be a Corporation organized and existing under the laws of the United States of America or a temporary lease in the ordinary course of business) or assumption, (a) state thereof and such Corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any), interest, if any, and Additional Amounts, if any, on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this Indentureany Coupons, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, Company by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by such Corporation, (ii) each Guarantor shall, by supplemental indenture, confirm that its Guarantee shall apply to the corporation formed surviving entity’s obligations under the Securities and this Indenture, as modified by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by and confirm the due and punctual performance of the Guarantee and the covenants of the Guarantor in this Indenture, and (iii) the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenturesuccessor Corporation, as the case may be, shall not, immediately after such deduction merger or withholdingconsolidation, shall equal the respective amounts of principalor such sale or conveyance, premium, if any, interest, if any, and sinking fund payments, if any, as specified be in default in the Securities to which performance of any such Holders covenant or condition. For purposes of the Trustee is entitled; providedforegoing, howeverany sale, that the foregoing shall not apply to (i) any present or future taxesassignment, leviestransfer, imposts lease or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner conveyance of the relevant Security is properties and assets of one or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision more Significant Subsidiaries (other than to the holding Company or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect another Subsidiary of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirementCompany), which, in if such assets were owned by the case of (A) Company, would constitute all or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice substantially all of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition properties and assets of the Company, shall be deemed to exemption from be the transfer of all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions substantially all of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner properties and assets of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viii)Company.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing Nothing contained in this Indenture or in any of the Securities Notes shall prevent any amalgamationconsolidation, reconstruction, consolidation amalgamation or merger of the Company with or into any other corporation Person or corporations Persons (whether or not affiliated with the Company), or successive amalgamationsconsolidations, reconstructions, consolidations amalgamations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyancelease, transfer or lease conveyance of all or substantially all the property of the Company as an entirety or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company) authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstandingsame; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (ii) the Company hereby covenants and agrees thatagrees, upon that any such consolidation, amalgamation, reconstruction, consolidation, merger, sale, conveyancelease, transfertransfer or conveyance shall be upon the condition that (a) immediately after such consolidation, lease amalgamation, merger, sale, lease, transfer or conveyance the Person (whether the Company or such other corporation) formed by or surviving any such consolidation, amalgamation or merger, or to which such sale, lease, transfer or conveyance shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Company; (b) the Person (if other than the Company) formed by way or surviving any such consolidation, amalgamation or merger or to which such sale, lease, transfer or conveyance shall have been made, shall be a Person organized under the laws of Canada or a temporary lease in province thereof or the ordinary course United States or a state thereof or the District of business) or assumption, Columbia; and (ac) the due and punctual payment of the principal of and interestpremium, if any, and interest on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this IndentureNotes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation Person (if other than the Company) formed by such amalgamation, reconstruction, consolidation, amalgamation or into which the Company shall have been amalgamated or merged, or by the corporation Person which shall have acquired or leased such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viii)property.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing Nothing contained in this Indenture or in any of the Debt Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Company with or into any other corporation or corporations Person (whether or not affiliated with the Company), or successive amalgamations, reconstructions, consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance (excluding any pledge) or lease of all or substantially all of the property of the Company as an entirety or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company) authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstandingsame; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (ii) the Company hereby covenants and agrees thatagrees, upon that any such amalgamation, reconstruction, consolidation, merger, sale, conveyanceconveyance or lease shall be upon the condition that (a) immediately after such consolidation, transfermerger, sale, conveyance or lease the Person (whether the Company or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, conveyance or lease shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Company; (b) the Person (if other than the Company) formed by way or surviving any such consolidation or merger or to which such sale, conveyance or lease shall have been made, shall be a Person organized under the laws of a temporary lease in the ordinary course United States of business) America or assumption, any state thereof; and (ac) the due and punctual payment of the principal of and interestpremium, if any, and interest on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this IndentureDebt Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation Person (if other than the Company) formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation Person which shall have acquired or leased such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viii)property.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing Nothing contained in this Indenture or in any of the Debt Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Company with or into any other corporation or corporations Person (whether or not affiliated with the Company), or successive amalgamations, reconstructions, consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease of all or substantially all of the property of the Company as an entirety or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company) authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstandingsame; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (ii) the Company hereby covenants and agrees thatagrees, upon that any such amalgamation, reconstruction, consolidation, merger, sale, conveyanceconveyance (excluding any pledge) or lease shall be upon the condition that (a) immediately after such consolidation, transfermerger, sale, conveyance or lease the Person (whether the Company or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, conveyance or lease shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Company; (b) the Person (if other than the Company) formed by way or surviving any such consolidation or merger or to which such sale, conveyance or lease shall have been made, shall be a Person organized under the laws of a temporary lease in the ordinary course United States of business) America or assumption, any state thereof; and (ac) the due and punctual payment of the principal of and interestpremium, if any, and interest on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this IndentureDebt Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation Person (if other than the Company) formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation Person which shall have acquired or leased such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viii)property.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing Nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Company with or into any other corporation or corporations Person (whether or not affiliated with the Company, as the case may be), or successive amalgamations, reconstructions, consolidations or mergers in which the Company or its successor or successors successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company Company, or its successor or successors, as the case may be, as an entirety entirety, or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company or its successor or successors, as the case may be) authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstandingsame; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (iia) the Company hereby covenants is the surviving entity, or the entity formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a corporation, partnership, trust or other entity organized and agrees thatexisting under the laws of the United States or any State thereof or the District of Columbia, (b) if the Company is not the surviving entity, upon any such amalgamation, reconstruction, consolidation, merger, sale, conveyance, transfertransfer or lease, lease (other than by way of a temporary lease in the ordinary course of business) or assumption, (a) the due and punctual payment of the principal of and interest, if any, on all of the Securities and all other amounts payable interest on the Securities of a series pursuant to the terms of this Indenture, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company, Company shall be expressly assumedassumed by the surviving entity, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect applicable to indentures qualified thereunder) satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by the corporation entity formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation entity which shall have acquired such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indentureproperty, as the case may be, (c) after giving effect to such deduction or withholdingconsolidation, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, giftmerger, sale, transferconveyance, personal property transfer or similar taxlease, assessment no Default or other governmental charge Event of Default shall have occurred and be continuing, (d) such consolidation, merger, sale, conveyance, transfer or (ix) lease is permitted under the Declaration and Preferred Securities Guarantee and does not give rise to any combination breach or violation of the foregoing clauses Declaration or Preferred Securities Guarantee, and (ie) through (viii)each company that is an insurance subsidiary of the Company immediately prior to the transaction shall, immediately after such transaction, have an A.M. Best financial strength rating equal to or higher than the rating assigned to such subsidiary immediately prior to the transaction.

Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing Nothing contained in this the Indenture or in any of the Securities Notes shall prevent any amalgamation, reconstruction, consolidation or merger of the Company with or into any other corporation or corporations Person (whether or not affiliated with the Company), or successive amalgamations, reconstructions, consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease of all or substantially all of the property of the Company as an entirety or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company) authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstandingsame; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (ii) the Company hereby covenants and agrees thatagrees, upon that any such amalgamation, reconstruction, consolidation, merger, sale, conveyanceconveyance or lease shall be upon the condition that (a) immediately after such consolidation, transfermerger, sale, conveyance or lease the Person (whether the Company or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, conveyance or lease shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of the Indenture to be kept or performed by the Company; (b) the Person (if other than the Company) formed by way or surviving any such consolidation or merger or to which such sale, conveyance or lease shall have been made, shall be a Person organized under the laws of a temporary lease in the ordinary course United States of business) America or assumption, any state thereof; and (ac) the due and punctual payment of the principal Principal of and interestpremium, if any, and interest on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this Indenture, according to their tenor, Notes and the due and punctual performance and observance of all of the covenants and conditions of this the Indenture to be performed or observed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation Person (if other than the Company) formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation Person which shall have acquired or leased such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authority thereof or therein or, if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders or beneficial owners of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Securities to which such Holders or the Trustee is entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, premium, if any, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for (A) the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision or authority thereof by the Holder or beneficial owner of such Security or (B) the failure to make any declaration or other similar claim or to satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or 62 administrative practice of the United Kingdom or any jurisdiction or such political subdivision or taxation authority thereof as a precondition to exemption from all or part of such taxes, levies, imposts or other governmental charges (v) any deduction or withholding that is payable as a result of or pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) any present or future taxes, levies, imposts or other governmental charges that the Holder would have been able to avoid by presenting such Security to another paying agent, (vii) any present or future taxes, levies, imposts or other governmental charges (A) that would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security or (B) that, if the beneficial owner of such Security held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (vi) inclusive above, or (viii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or (ix) any combination of the foregoing clauses (i) through (viii)property.