Common use of Issuer May Consolidate, etc., on Certain Terms Clause in Contracts

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall not consolidate with or merge into any other Person (in a transaction in which the Issuer is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the 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 interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assets; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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 Issuer 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 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 United States of America, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer).

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall covenants that it will not merge or consolidate with or merge into any other Person or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to any Person (other than a consolidation with or merger with or into or a sale, conveyance, transfer, lease or other disposition to a Wholly-Owned Subsidiary with a positive net worth; provided that, in a transaction in which connection with any such merger of the Issuer is not with a Wholly-Owned Subsidiary, no consideration (other than common stock) in the surviving corporation) person or convey, transfer the Issuer shall be issued or lease its properties and assets substantially as an entirety distributed to any Personthe stockholders of the Issuer), unless (ai) either (x) the Issuer shall be the continuing corporation, or the successor corporation or (y) the Person formed by such consolidation or into which the Issuer is merged or the Person which that acquires by sale or conveyance or transfer, or which leases, substantially all the properties and assets of the Issuer substantially as an entirety (iif other than the Issuer) shall be a corporation, corporation or limited liability company, partnership or trust, (ii) shall be company organized and validly existing under the laws of the United States of America, America or any State jurisdiction 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, assume the due and punctual payment of the principal of and interest on all the Securities Securities, according to their tenor, and the due and punctual performance or and observance of every covenant all of the covenants and conditions of this Indenture on the part of the Issuer to be performedperformed or observed by the Issuer, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed Trustee by such consolidation or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assets; Person, (bii) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transaction, no default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have happened occurred and be continuing; continuing and (ciii) the Issuer has delivered delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, in each case stating that such consolidation, merger, conveyance, merger or transfer or lease and, if a supplemental indenture is required in connection with such transaction, and such supplemental indenture comply complies with this Article Section 8.01 and that all conditions precedent herein provided for herein relating to such transaction have been complied with. The conditions of (a)(ii) above ; provided, however, that the foregoing limitations shall not apply if, in the case of a corporation or entity not organized under the laws good faith determination of the United States Board of AmericaDirectors, any State thereof or the District of Columbia which whose determination shall agree, in form satisfactory be evidenced by a board resolution certified to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State state of incorporation or convert of the Issuer’s form ; and provided further that any such transaction shall not have as one of organization to another form, or (ii) its purposes the merger evasion of the Issuer with or into a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer)foregoing limitations.

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall covenants that it will not merge or consolidate with or merge into any into, or sell, assign, transfer, lease or convey all or substantially all of its properties or assets, in one or more related transactions, to another Person, other Person (than consolidation, merger, sale, assignment, transfer, lease or conveyance which results in a transaction in which the Issuer is not being the surviving corporation) or conveyparty, transfer or lease its properties and assets substantially as an entirety to any Person, unless unless: (a) the Person entity formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, transfer the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust, joint stock company (iikabushiki kaisha) shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia Japan and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the TrusteeTrustee for each series of Securities, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest interest, if any, on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation performed or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assetsobserved; and (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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, Default shall have happened occurred and be continuing; and (c) the . The Issuer has delivered shall deliver to the Trustee before the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel, each stating Counsel to the effect that (i) such consolidation, merger, conveyancesale, transfer assignment, transfer, lease, conveyance or lease and, if a supplemental indenture is required in connection with such transaction, other disposition and such supplemental indenture 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 United States of AmericaIndenture, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of surviving Person has duly executed and delivered the Issuer with or into supplemental indenture and (iii) such supplemental indenture constitutes a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor valid and binding agreement of such transactionPerson, or the acquisition by the Issuer, by purchase or otherwise, enforceable against such Person in accordance with its terms. The Trustee shall be entitled to rely conclusively upon such Officer’s Certificate and Opinion of all or any part of the property of any other Person (whether or not affiliated with the Issuer)Counsel.

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall covenants that it will not merge or consolidate with or merge into any into, or sell, assign, transfer, lease or convey all or substantially all of its properties or assets, in one or more related transactions, to another Person, other Person (than consolidation, merger, sale, assignment, transfer, lease or conveyance which results in a transaction in which the Issuer is not being the surviving corporation) or conveyparty, transfer or lease its properties and assets substantially as an entirety to any Person, unless unless: (a) the Person entity formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, transfer the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust, joint stock company (iikabushiki kaisha) shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia Japan and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the TrusteeTrustee for each series of Securities, in form satisfactory to the Trustee, the due and punctual payment payment, if and to the extent required, of the principal of and interest interest, if any, on all the Securities and the performance or observance of every covenant of this Perpetual Subordinated Indenture on the part of the Issuer to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation performed or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assetsobserved; and (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transaction, no Bankruptcy Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened occurred and be continuing; and (c) the . The Issuer has delivered shall deliver to the Trustee before the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel, each stating that Counsel to the effect that: (i) such consolidation, merger, conveyancesale, transfer assignment, transfer, lease, conveyance or lease and, if a supplemental indenture is required in connection with such transaction, other disposition and such supplemental indenture 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 United States of AmericaPerpetual Subordinated Indenture, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of surviving Person has duly executed and delivered the Issuer with or into supplemental indenture and (iii) such supplemental indenture constitutes a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor valid and binding agreement of such transactionPerson, or the acquisition by the Issuer, by purchase or otherwise, enforceable against such Person in accordance with its terms. The Trustee shall be entitled to rely conclusively upon such Officer’s Certificate and Opinion of all or any part of the property of any other Person (whether or not affiliated with the Issuer)Counsel.

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall covenants that it will not merge or consolidate with or merge into any into, or sell, assign, transfer, lease or convey all or substantially all of its properties or assets, in one or more related transactions, to another Person, other Person (than consolidation, merger, sale, assignment, transfer, lease or conveyance which results in a transaction in which the Issuer is not being the surviving corporation) or conveyparty, transfer or lease its properties and assets substantially as an entirety to any Person, unless unless: (a) the Person entity formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, transfer the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust, joint stock company (iikabushiki kaisha) shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia Japan and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the TrusteeTrustee for each series of Securities, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest interest, if any, on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation performed or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assetsobserved; and (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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, Default shall have happened occurred and be continuing; and (c) the . The Issuer has delivered shall deliver to the Trustee before the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel, each stating Counsel to the effect that (i) such consolidation, merger, conveyancesale, transfer assignment, transfer, lease, conveyance or lease and, if a supplemental indenture is required in connection with such transaction, other disposition and such supplemental indenture 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 United States of AmericaIndenture, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of surviving Person has duly executed and delivered the Issuer with or into supplemental indenture and (iii) such supplemental indenture constitutes a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor valid and binding agreement of such transactionPerson, or the acquisition by the Issuer, by purchase or otherwise, enforceable against such Person in accordance with its terms. The Trustee shall be entitled to rely conclusively upon such Officer’s Certificate and Opinion of all or any part of the property of any other Person (whether or not affiliated with the Issuer)Counsel.

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall not consolidate with or merge into with any other Person (in a transaction in which the Issuer is not the surviving corporation) or sell, convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such consolidation or into with which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Issuer substantially as an entirety shall be (i) shall be a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the 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 Issuer 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 Issuer) formed by such consolidation or into with which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assets; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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 Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, 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 (a)(ii) above shall not apply in Notwithstanding the case of a corporation or entity not organized under the laws of the United States of Americaabove, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one may sell, assign, transfer, convey, lease or make other disposition of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation assets solely between or convert the Issuer’s form of organization to another form, or (ii) the merger of among the Issuer with or into a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer)and its U.S. Subsidiaries.

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall covenants that it will not merge or consolidate with or merge into any into, or sell, assign, transfer, lease or convey all or substantially all of its properties or assets, in one or more related transactions, to another Person, other Person (than consolidation, merger, sale, assignment, transfer, lease or conveyance which results in a transaction in which the Issuer is not being the surviving corporation) or conveyparty, transfer or lease its properties and assets substantially as an entirety to any Person, unless unless: (a) the Person entity formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, transfer the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust, joint stock company (iikabushiki kaisha) shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia Japan and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the TrusteeTrustee for each series of Securities, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest interest, if any, on all the Securities and the performance or observance of every covenant of this Subordinated Indenture on the part of the Issuer to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation performed or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assetsobserved; and (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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, Acceleration shall have happened occurred and be continuing; and (c) the . The Issuer has delivered shall deliver to the Trustee before the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel, each stating that Counsel to the effect that: (i) such consolidation, merger, conveyancesale, transfer assignment, transfer, lease, conveyance or lease and, if a supplemental indenture is required in connection with such transaction, other disposition and such supplemental indenture 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 United States of AmericaSubordinated Indenture, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of surviving Person has duly executed and delivered the Issuer with or into supplemental indenture and (iii) such supplemental indenture constitutes a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor valid and binding agreement of such transactionPerson, or the acquisition by the Issuer, by purchase or otherwise, enforceable against such Person in accordance with its terms. The Trustee shall be entitled to rely conclusively upon such Officer’s Certificate and Opinion of all or any part of the property of any other Person (whether or not affiliated with the Issuer)Counsel.

Issuer May Consolidate, etc., on Certain Terms. The (a) Notwithstanding anything to the contrary set forth in this Indenture, from and after the receipt by the Trustee of an unconditional and irrevocable guarantee of the prompt payment, when due, of any amount owed to the holders of the Securities under this Indenture and any other amounts due pursuant to this Indenture by Pfizer or any of its successors, nothing in this Indenture or in any of the Securities or any supplemental indenture shall be deemed to prohibit or in any way limit any transaction (or conversion of legal status to a limited liability company) involving the Issuer, including without limitation any consolidation, merger, sale or conveyance. At any time, Pfizer or any of its successors, may succeed to and be substituted for the Issuer by supplemental indenture, with the same effect as if it had been named herein as the Issuer, and the predecessor Issuer shall not consolidate thereupon be released from all obligations under the Indenture and under the Securities. (b) Nothing contained in this Indenture shall prevent any consolidation or merger of Pfizer with or merge into any other Person person or persons (in a transaction whether or not affiliated with Pfizer), or successive consolidations or mergers in which Pfizer or its successor shall be a party or parties, or shall prevent any conveyance or transfer of the Issuer is not the surviving corporation) or convey, transfer or lease its properties and assets of Pfizer as an entirety or substantially as an entirety to any Personother person (whether or not affiliated with Pfizer) lawfully entitled to acquire the same; provided, unless (a) the Person formed by however, Pfizer covenants and agrees that upon any such consolidation or into which the Issuer is merged or the Person which acquires by consolidation, merger, conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the 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 performance and observance of all of the principal of covenants and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part conditions of the Issuer Pfizer Guarantee to be performedperformed by Pfizer and any obligations of Pfizer under this Indenture, shall be expressly assumed by supplemental indenture satisfactory indenture, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, Trustee by the Person person (if other than Pfizer) formed by such consolidation consolidation, or into which the Issuer Pfizer shall have been merged merged, or by the Person person which shall have acquired the Issuer’s such properties and assets; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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 Issuer 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 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 United States of America, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer).

Issuer May Consolidate, etc., on Certain Terms. The Nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Issuer shall not consolidate with or merge into any other Person corporation or corporations (in a transaction whether or not affiliated with the Issuer), or successive amalgamations, reconstructions, consolidations or mergers in which the Issuer is not or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of all or substantially all of the surviving corporation) or conveyassets of the Issuer and its Subsidiaries, transfer or lease its properties and assets substantially taken as an entirety a whole, to any Personother corporation (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, unless (a) however, that the Person corporation formed by such consolidation amalgamation, restructuring or consolidation, or into which the Issuer is merged or the Person which acquires by conveyance or transfershall merge, or which leases, the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust, (ii) shall be acquire such property is organized and validly existing under the laws of the United States of America, the United Kingdom or another jurisdiction that is a member country of the Organization for Economic Cooperation and Development (or any State thereof successor thereto) and provided further and the Issuer hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale or the District of Columbia and conveyance, (iiii) 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 performance and observance of all of the principal of covenants and interest on all the Securities and the performance or observance of every covenant conditions of this Indenture on the part of to be performed by the Issuer (including, if applicable, submission to jurisdiction), shall be performed, expressly assumed by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person corporation formed by such consolidation amalgamation, reconstruction or consolidation, or into which the Issuer shall have been merged merged, or by the Person corporation which shall have acquired such property, and (ii) if the Issuer’s assets; (b) immediately after giving effect to corporation formed by such transaction and treating any indebtedness amalgamation, reconstruction or consolidation, or into which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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 Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counselbeen merged, each stating that or which shall have acquired such consolidationproperty, merger, conveyance, transfer or lease and, 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 (a)(ii) above shall not apply in the case of a corporation or entity not organized incorporated under the laws of any jurisdiction other than the United Kingdom or any State of the United States of America, any State thereof America or the District of Columbia which shall agreeColumbia, such corporation shall, in form satisfactory such supplemental indenture, agree that any amounts to be paid by the TrusteeIssuer under the Securities shall be paid without deduction or withholding for any and all present and future taxes, (i) to subject itself to the jurisdiction of the United States district court levies, duties, assessments, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the Southern District account 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 other than the United States or any political subdivision or taxing authority thereof or therein with 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 what follows) pay such additional amounts in respect toof principal, interest, if any, and withheld on sinking fund payments as may be necessary in order that the making ofnet amounts received by the Holders of the Securities or the Trustee under this Indenture, any payment as the case may be, pursuant to the Securities, after such deduction or withholding, shall equal the respective amounts of principal principal, interest, if any, and sinking fund payments, as specified in the Securities, to which such Holders or interest on the Trustee would be entitled had such Securities and which would deduction or withholding not have been so imposed and withheld had such consolidationimposed, mergerassessed, sale levied or conveyance not been made and (B) any taxcollected; provided, assessment or governmental charge imposed on or relating tohowever, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 that the foregoing shall not apply to (i) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the merger or consolidation fact that the Holder of the Issuer with one relevant Security (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of its affiliatesa power over, such Holder, if the Board of Directors determines in good faith that the purpose of such transaction Holder is principally to change the Issuer’s State of incorporation an estate, trust, partnership or convert the Issuer’s form of organization to another formcorporation) is or has been a domiciliary, national or resident of, or engaging or having been engaged in a trade or 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, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the merger fact that, where presentation is required, the relevant Security was presented more than 30 days after the date on which such payment became due or was provided for, whichever is later, (iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the Issuer relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied, collected or withheld but for the failure to comply with any request addressed to the Holder for certification, identification or into a single direct other information reporting concerning the nationality, residence, identity or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply toconnection with such jurisdiction or any political subdivision thereof of the Holder or beneficial owner of the relevant Security, limit if compliance is required by treaty or impose any requirements upon the consolidation by statute, regulation or merger of any Person into the Issuer where the Issuer is the survivor administrative practice of such transactionjurisdiction or such political subdivision as a condition to relief or exemption from such tax, levy, impost or other governmental charge (which such Holder or beneficial owner is legally entitled to provide), (vi) any present or future tax, levy, impost or other governmental charge which a Holder would have been able to avoid by authorizing the acquisition paying agent to report information in accordance with the procedure laid down by the Issuerrelevant tax authority or by producing, in the form requested by purchase the relevant tax authority, a declaration, claim, certificate, document or otherwiseother evidence establishing exemption therefrom which has been requested of such Holder and which it is legally entitled to provide (vii) any present or future tax, levy, impost or other governmental charge imposed by the United States of all America or any part political subdivision or taxing authority thereof or therein, (viii) any present or future tax, levy, impost or other governmental charge imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the property relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security; or (ix) any other Person combination of items (whether or not affiliated with the Issuer)i) through (viii) above.

Issuer May Consolidate, etc., on Certain Terms. The (a) Nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Issuer shall not consolidate with or merge into any other Person (in a transaction whether or not affiliated with the Issuer), or successive amalgamations, reconstructions, consolidations or mergers in which the Issuer is not the surviving corporation) or conveyits successor or successors shall be a party or parties; provided, transfer or lease its properties and assets substantially as an entirety to any Personhowever, unless (a) that the Person formed by such consolidation amalgamation, restructuring or consolidation, or into which the Issuer shall merge, is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of any state of the United States States, the United Kingdom or another jurisdiction that is a member country of Americathe Organization for Economic Cooperation and Development (or any successor thereto) and provided further that the Issuer hereby covenants and agrees that, upon any State thereof such amalgamation, reconstruction, consolidation or merger, (i) unless the District of Columbia and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to surviving Person is the Trustee, in form satisfactory to the TrusteeIssuer, the due and punctual payment performance and observance of all of the principal of covenants and interest on all the Securities and the performance or observance of every covenant conditions of this Indenture on the part of to be performed by the Issuer (including, if applicable, submission to jurisdiction), shall be performed, expressly assumed by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation amalgamation, reconstruction or consolidation, or into which the Issuer shall have been merged or by merged, (ii) unless the surviving Person which shall have acquired is the Issuer’s assets; (b) immediately after giving effect , the Guarantor, unless it is the other party to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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 Defaulttransactions described above, shall have happened by supplemental indenture confirmed that its Guaranty shall apply to the successor’s obligations under the Securities and be continuing; this Indenture, and (ciii) if the Person formed by such amalgamation, reconstruction or consolidation, or into which the Issuer has delivered to shall have been merged, is resident for tax purposes elsewhere than the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease United States (and, if such Person is treated as a supplemental indenture is required in connection with such transaction“domestic corporation” for U.S. federal income tax purposes, 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 successor Person shall not apply in the case of be treated as a corporation or entity not organized under the laws “resident” of the United States of Americafor U.S. federal income tax purposes), any State thereof or the District of Columbia which shall agreesuch Person shall, in form satisfactory to such supplemental indenture, agree that if any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the Trustee, (i) to subject itself to account of the jurisdiction of the United States district court in which it is resident for the 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 other than the United States tax purposes or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by such successor Person under the Securities, such Person will (subject to compliance by the Holders of such Securities with respect toany administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture or, and withheld on as the making ofcase may be, pursuant to the Securities, after such deduction or withholding, shall be not less than the amounts specified in the Securities, to which such Holders or the Trustee are entitled had no such withholding or deduction been required; provided, however, that the successor Person shall not be required to make any payment of principal additional amounts for or interest on such Securities and account of (i) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder of the relevant Security (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, such jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with such jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the Security, or the collection of principal, premium or interest, if any, on, or the enforcement of, the Security, (ii) any present or future tax, levy, impost or other governmental charge 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 on which such payment became due or was provided for, whichever is later, (iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the Holder or the beneficial owner of the relevant Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or beneficial owner’s nationality, residence, identity or connection with such jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge, (vi) any present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom, (vii) any present or future tax, levy, impost or other governmental charge which is required by FATCA, any current or future U.S. Treasury regulations or rulings promulgated thereunder, any IGA, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA, (viii) any present or future tax, levy, impost or other governmental charge which is imposed and or withheld had such consolidationbecause the Holder of the Security is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of the Security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the issuer of the Security, merger(ix) any present or future tax, sale levy, impost or conveyance not been made and other governmental charge which is imposed because the Holder (1) is a bank purchasing the Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying the Security for investment purposes only nor (B) buying the Security for resale to a third party that either is not a bank or will hold the Security for investment purposes only, (x) any present or future tax, assessment levy, impost or other governmental charge imposed on which is imposed, assessed, levied or relating tocollected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, and partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security, or (xi) any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to combination of clauses (i) through (x) above, and nor shall additional amounts be paid in the merger event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities. For the avoidance of doubt, nothing contained in this Indenture or consolidation in any of the Securities shall prevent any sale, transfer or conveyance of the property of the Issuer with one of its affiliatesas an entirety or substantially as an entirety (not involving an amalgamation, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another formreconstruction, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer) without compliance with this Section 8.01, by purchase including, but not limited to, any such sale, transfer or otherwise, of all conveyance that represents or any part is done in furtherance of the property intended use of any other Person (whether or not affiliated with proceeds for the Issuer)respective series of the Securities.

Issuer May Consolidate, etc., on Certain Terms. The (a) Nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Issuer shall not consolidate with or merge into any other Person (in a transaction whether or not affiliated with the Issuer), or successive amalgamations, reconstructions, consolidations or mergers in which the Issuer is not or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the surviving corporation) property of the issuer as an entirety or convey, transfer or lease its properties and assets substantially as an entirety entirety, to any Personother Person (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, unless (a) however, that the Person formed by such consolidation amalgamation, restructuring or consolidation, or into which the Issuer is merged or the Person which acquires by conveyance or transfershall merge, or which leases, the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust, (ii) shall be acquire such property is organized and validly existing under the laws of any state of the United States States, the United Kingdom or another jurisdiction that is a member country of Americathe Organization for Economic Cooperation and Development (or any successor thereto) and provided further that the Issuer hereby covenants and agrees that, upon any State thereof such amalgamation, reconstruction, consolidation, merger, sale or conveyance, (i) unless the District of Columbia and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to surviving Person is the Trustee, in form satisfactory to the TrusteeIssuer, the due and punctual payment performance and observance of all of the principal of covenants and interest on all the Securities and the performance or observance of every covenant conditions of this Indenture on the part of to be performed by the Issuer (including, if applicable, submission to jurisdiction), shall be performed, expressly assumed by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation amalgamation, reconstruction or consolidation, or into which the Issuer shall have been merged merged, or by the Person which shall have acquired such property, and (ii) if the Issuer’s assets; (b) immediately after giving effect to Person formed by such transaction and treating any indebtedness amalgamation, reconstruction or consolidation, or into which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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 been merged, or which shall have acquired such property, is resident for tax purposes elsewhere than the United Kingdom (c) the Issuer 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 such Person is treated as a supplemental indenture is required in connection with such transaction“domestic corporation” for U.S. federal income tax purposes, 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 successor Person shall not apply in the case of be treated as a corporation or entity not organized under the laws “resident” of the United States of Americafor U.S. federal income tax purposes), any State thereof or the District of Columbia which shall agreesuch Person shall, in form satisfactory to such supplemental indenture, agree that if any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the Trustee, (i) to subject itself to account of the jurisdiction of the United States district court in which it is resident for the 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 other than the United States tax purposes or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction or any such subdivision or authority in respect of any amounts to be paid by such successor Person under the Securities, such Person will (subject to compliance by the Holders of such Securities with respect toany relevant administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture or, and withheld on as the making ofcase may be, pursuant to the Securities, after such deduction or withholding, shall be not less than the amounts specified in the Securities, to which such Holders or the Trustee are entitled had no such withholding or deduction been required; provided, however, that the successor Person shall not be required to make any payment of principal additional amounts for or interest on such Securities and account of (i) any present or future tax, levy, impost or other governmental charge which would not have been so imposed and withheld had imposed, assessed, levied or collected but for the fact that the Holder of the relevant Security (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such consolidationHolder, mergerif such Holder is an estate, sale trust, partnership or conveyance not corporation) is or has been made and (B) any taxa domiciliary, assessment national or governmental charge imposed on resident of, or relating tois or has been engaged in a trade or business in, and any costs or expenses involved maintains or has maintained a permanent establishment in, or is or has been physically present in, such consolidationjurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with such jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the Security, mergeror the collection of principal, sale premium or conveyance. The restrictions interest, if any, on, or the enforcement of, the Security, (ii) any present or future tax, levy, impost or other governmental charge 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 on which such payment became due or was provided for, whichever is later, (iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in this Section 9.01 shall respect of the relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not apply have been so imposed, assessed, levied or collected but for the failure of the Holder or beneficial owner of the relevant Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or beneficial owner’s nationality, residence, identity or connection with such jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge, (vi) any present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom, (vii) any present or future tax, levy, impost or other governmental charge which is required by FATCA, any current or future U.S. Treasury regulations or rulings promulgated thereunder, any IGA, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA, (viii) any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security, or (ix) any combination of clauses (i) through (viii) above, and nor shall additional amounts be paid in the merger or consolidation event that the obligation to pay additional amounts is the result of the Issuer with one issuance of its affiliates, if definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the Board occurrence of Directors determines an Event of Default and at the time payment is made definitive Registered Securities have not been issued in good faith that exchange for the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger entire principal amount of the Issuer with or into a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer)Predecessor Securities.

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall covenants that it will not merge or consolidate with or merge into any other Person or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to any Person (other than a consolidation with or merger with or into or a sale, conveyance, transfer, lease or other disposition to a Wholly-Owned Subsidiary with a positive net worth; provided that, in a transaction in which connection with any such merger of the Issuer is not with a Wholly-Owned Subsidiary, no consideration (other than common stock) in the surviving corporation) person or convey, transfer the Issuer shall be issued or lease its properties and assets substantially as an entirety distributed to any Personthe stockholders of the Issuer), unless (axiv) either (x) the Issuer shall be the continuing corporation, or the successor corporation or (y) the Person formed by such consolidation or into which the Issuer is merged or the Person which that acquires by sale or conveyance or transfer, or which leases, substantially all the properties and assets of the Issuer substantially as an entirety (iif other than the Issuer) shall be a corporation, corporation or limited liability company, partnership or trust, (ii) shall be company organized and validly existing under the laws of the United States of America, America or any State jurisdiction 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, assume the due and punctual payment of the principal Principal of and interest on all the Securities Securities, according to their tenor, and the due and punctual performance or and observance of every covenant all of the covenants and conditions of this Indenture on the part of the Issuer to be performedperformed or observed by the Issuer, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed Trustee by such consolidation or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assets; Person, (bxv) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transaction, no default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have happened occurred and be continuing; continuing and (cxvi) the Issuer has delivered delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, in each case stating that such consolidation, merger, conveyance, merger or transfer or lease and, if a supplemental indenture is required in connection with such transaction, and such supplemental indenture comply complies with this Article Section 8.01 and that all conditions precedent herein provided for herein relating to such transaction have been complied with. The conditions of (a)(ii) above ; provided, however, that the foregoing limitations shall not apply if, in the case of a corporation or entity not organized under the laws good faith determination of the United States Board of AmericaDirectors, any State thereof or the District of Columbia which whose determination shall agree, in form satisfactory be evidenced by a board resolution certified to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State state of incorporation or convert of the Issuer’s form ; and provided further that any such transaction shall not have as one of organization to another form, or (ii) its purposes the merger evasion of the Issuer with or into a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer)foregoing limitations.

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall not consolidate with or merge into any other Person (in a transaction in which the Issuer is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the 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 interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assets; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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 Issuer 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 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 United States of America, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer).

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall not may consolidate with or merge with or into any other Person, and may sell, transfer, lease or convey all or substantially all of its consolidated properties and assets, taken as a whole, to another Person (in any such transaction, a transaction in which “Consolidation Transaction”); provided that the Issuer is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless following conditions are satisfied: (a) the Person formed by such consolidation or into which the Issuer is merged the continuing entity, or the resulting, surviving or transferee Person which acquires by conveyance or transfer, or which leases, (the properties and assets of the Issuer substantially as an entirety (i“Successor”) shall be is a corporation, limited liability company, partnership or trust, (ii) shall be corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor (iiiif not the Issuer) shall expressly assume, by an indenture supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment all of the principal of and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part obligations of the Issuer under the Notes and the Indenture and provide for the right to be performed, by supplemental indenture satisfactory convert the Notes in form to accordance with the Trustee, executed terms of the Notes and delivered to the Trustee, by the Person formed by such consolidation or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assets; Indenture; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transactionConsolidation Transaction, no Default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have happened occurred and be continuing; and and (c) the Trustee receives from the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the Consolidation Transaction and such consolidation, merger, conveyance, transfer or lease andsupplemental indenture, if a supplemental indenture is required in connection any, complies with such transactionthe Indenture. For purposes of this Section 7.02, such supplemental indenture comply with this Article and that the sale, transfer, lease or conveyance of 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 substantially all of the United States properties and assets of America, any State thereof one or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation more Subsidiaries of the Issuer with one of its affiliatesto another Person, which assets, if held by the Board of Directors determines in good faith that the purpose Issuer instead of such transaction is principally to change the Issuer’s State of incorporation Subsidiaries, would constitute all or convert the Issuer’s form of organization to another form, or (ii) the merger substantially all of the Issuer with or into a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger consolidated properties and assets of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase taken as a whole, shall be deemed to be the sale, transfer, lease or otherwise, conveyance of all or any part substantially all of the property consolidated properties and assets of any other Person (whether or not affiliated with the Issuer), taken as whole, to another Person.

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall covenants that it will not merge or consolidate with or merge into any into, or sell, assign, transfer, lease or convey all or substantially all of its properties or assets, in one or more related transactions, to another Person, other Person (than consolidation, merger, sale, assignment, transfer, lease or conveyance which results in a transaction in which the Issuer is not being the surviving corporation) or conveyparty, transfer or lease its properties and assets substantially as an entirety to any Person, unless unless: (a) the Person entity formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, transfer the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust, joint stock company (iikabushiki kaisha) shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia Japan and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the TrusteeTrustee for each series of Securities, in form satisfactory to the each such Trustee, the due and punctual payment of the principal of and interest interest, if any, on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation performed or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assetsobserved; and (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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, Default shall have happened occurred and be continuing; and (c) the . The Issuer has delivered shall deliver to the Trustee before the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel, each stating Counsel to the effect that (i) such consolidation, merger, conveyancesale, transfer assignment, transfer, lease, conveyance or lease and, if a supplemental indenture is required in connection with such transaction, other disposition and such supplemental indenture 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 United States of AmericaIndenture, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of surviving Person has duly executed and delivered the Issuer with or into supplemental indenture and (iii) such supplemental indenture constitutes a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor valid and binding agreement of such transactionPerson, or the acquisition by the Issuer, by purchase or otherwise, enforceable against such Person in accordance with its terms. The Trustee shall be entitled to rely conclusively upon such Officer’s Certificate and Opinion of all or any part of the property of any other Person (whether or not affiliated with the Issuer)Counsel.

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall not consolidate with or merge into any other Person (in a transaction in which the Issuer is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety shall be (i) shall be a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the 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 Issuer 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 Issuer) formed by such consolidation or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assets; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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 Issuer 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 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 United States of America, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all Subsidiary pursuant to Section 251(g) (or any part successor provision) of the property General Corporation Law of any other Person (whether or not affiliated with the Issuer)State of Delaware.

Issuer May Consolidate, etc., on Certain Terms. The Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer shall not consolidate with or merge into any other Person corporation, or corporations (in a transaction whether or not affiliated with the Issuer), or successive consolidations or mergers in which the Issuer is not the surviving corporation) or convey, transfer its successor or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such consolidation successors shall be a party or into which the Issuer is merged or the Person which acquires by conveyance or transferparties, or which leasesshall prevent any sale, lease, exchange or other disposition of all or substantially all the properties property and assets of the Issuer substantially as an entirety to any other corporation (iwhether or not affiliated with the Issuer) shall be a corporationauthorized to acquire and operate the same; provided, limited liability companyhowever, partnership or trust, (ii) shall be organized and validly existing under the laws of the 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 interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performedhereby covenants and agrees, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assets; (b) immediately after giving effect to such transaction and treating that any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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 Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyancesale, transfer lease, exchange or lease andother disposition shall be upon the conditions that (a) the corporation (if other than the Issuer) formed by or surviving any such consolidation or merger, if a supplemental indenture is required in connection with or to which such transactionsale, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction lease, exchange or other disposition shall have been complied with. The conditions of (a)(ii) above made, shall not apply in the case of be a corporation or entity not organized under the laws of the United States of America, any State state thereof or the District of Columbia which Columbia; and (b) the due and punctual payment of the principal of and interest, if any, on all the 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 by the Issuer, shall agreebe expressly assumed, by supplemental indenture satisfactory in form satisfactory to the Trustee executed and delivered to the Trustee, by the corporation (i) to subject itself to the jurisdiction of the United States district court for the 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 if other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or interest on such Securities and which would not have been so imposed and withheld had Issuer) formed by such consolidation, merger, sale or conveyance not been made and (B) any tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of into which the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another formshall have been merged, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase corporation which shall have acquired or otherwise, of all or any part of the leased such property of any other Person (whether or not affiliated with the Issuer)and assets.

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall not consolidate with or merge into any other Person (in a transaction in which the Issuer is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the 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 interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assets; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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 Issuer 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 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 United States of America, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer).

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall covenants that it will not merge or consolidate with or merge into any other Person or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to any Person (other than a consolidation with or merger with or into or a sale, conveyance, transfer, lease or other disposition to a Wholly-Owned Subsidiary with a positive net worth; provided that, in a transaction in which connection with any such merger of the Issuer is not with a Wholly-Owned Subsidiary, no consideration (other than common stock) in the surviving corporation) person or convey, transfer the Issuer shall be issued or lease its properties and assets substantially as an entirety distributed to any Personthe stockholders of the Issuer), unless (axv) either (x) the Issuer shall be the continuing corporation, or the successor corporation or (y) the Person formed by such consolidation or into which the Issuer is merged or the Person which that acquires by sale or conveyance or transfer, or which leases, substantially all the properties and assets of the Issuer substantially as an entirety (iif other than the Issuer) shall be a corporation, corporation or limited liability company, partnership or trust, (ii) shall be company organized and validly existing under the laws of the United States of America, America or any State jurisdiction 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, assume the due and punctual payment of the principal Principal of and interest on all the Securities Securities, according to their tenor, and the due and punctual performance or and observance of every covenant all of the covenants and conditions of this Indenture on the part of the Issuer to be performedperformed or observed by the Issuer, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed Trustee by such consolidation or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assets; Person, (bxvi) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transaction, no default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have happened occurred and be continuing; continuing and (cxvii) the Issuer has delivered delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, in each case stating that such consolidation, merger, conveyance, merger or transfer or lease and, if a supplemental indenture is required in connection with such transaction, and such supplemental indenture comply complies with this Article Section 8.01 and that all conditions precedent herein provided for herein relating to such transaction have been complied with. The conditions of (a)(ii) above ; provided, however, that the foregoing limitations shall not apply if, in the case of a corporation or entity not organized under the laws good faith determination of the United States Board of AmericaDirectors, any State thereof or the District of Columbia which whose determination shall agree, in form satisfactory be evidenced by a board resolution certified to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State state of incorporation or convert of the Issuer’s form ; and provided further that any such transaction shall not have as one of organization to another form, or (ii) its purposes the merger evasion of the Issuer with or into a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer)foregoing limitations.

Issuer May Consolidate, etc., on Certain Terms. The Issuer shall not consolidate with or merge into any other Person (in a transaction in which the Issuer is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the 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 principal, interest on and any Additional Amounts with respect to all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assets; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer 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 Issuer 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 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 United States of America, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the 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 other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or 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 tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer).