Common use of Limitation on Consolidation, Merger, Sale or Conveyance Clause in Contracts

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will be a corporation organized and validly existing under the laws of Brazil and shall assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and; (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Guarantor has delivered notice of any such transaction to Xxxxx’x (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to Xxxxx’x and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor Standby Purchaser will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) or permit any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) to merge with or into it, unless: (A) either the Guarantor Standby Purchaser is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor Standby Purchaser is merged or that acquired or leased such property or assets of the Guarantor Standby Purchaser will assume (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty Agreement (the form and substance of which shall be previously approved by the Trustee), all of the GuarantorStandby Purchaser’s obligations under this GuarantyAgreement; (B) the Successor Company (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such transaction, no Event of Default, Default and no Default has occurred and is continuing; and; (D) the Guarantor Standby Purchaser has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, Counsel each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty Agreement comply with the terms of this Guaranty Agreement and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Standby Purchaser has delivered notice of any such transaction to Mxxxx’x (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor Standby Purchaser has delivered written notice of any such transaction to Mxxxx’x and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor Standby Purchaser may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor Standby Purchaser in cases when the Guarantor Standby Purchaser is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole, it being understood that if the Guarantor Standby Purchaser is not the surviving entity, the Guarantor Standby Purchaser shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor Standby Purchaser or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the GuarantorStandby Purchaser; or (D) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may liquidate or dissolve if the Guarantor Standby Purchaser determines in good faith that such liquidation or dissolution is in the best interests of the GuarantorStandby Purchaser, and would not result in a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the GuarantorStandby Purchaser.

Limitation on Consolidation, Merger, Sale or Conveyance. (ia) The Guarantor Company will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the GuarantorPetrobras) or permit any person or entity (other than a direct or indirect Subsidiary of the GuarantorCompany) to merge with or into it, it unless: (A1) either the Guarantor Company is the continuing entity or the person Person (the “Successor Company”) formed by such the consolidation or into which the Guarantor Company is merged or that acquired or leased such the property or assets of the Guarantor Company will assume (jointly and severally with the Guarantor Company unless the Guarantor shall Company will have ceased to exist as a result of such that merger, consolidation or amalgamation), by an amendment to this Guaranty a supplemental indenture (the form and substance of which shall will be previously approved by the Trustee), all of the GuarantorCompany’s obligations under this Guarantythe Indenture and the Notes; (B2) the Successor Company (jointly and severally with the Guarantor Company unless the Guarantor shall Company will have ceased to exist as part of such the merger, consolidation or amalgamation) agrees to indemnify each Noteholder Holder against any tax, assessment or governmental charge thereafter imposed on such Noteholder the Holder solely as a consequence of such the consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest oninterest, the Notes pursuant to this GuarantyNotes; (C3) immediately after giving effect to such the transaction, no Event of Default, and no Default has occurred and is continuing; and; (D4) the Guarantor Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition the transaction and the amendment to this Guaranty fifth supplemental indenture, comply with the terms of this Guaranty the Indenture and that all conditions precedent provided for herein in the Indenture and relating to such the transaction have been complied with.; and (ii5) the Company must deliver a notice describing that transaction to Moody’s to the extent that Mxxxx’x is at that time rating the Notes. Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall under the Indenture or the Notes will have occurred and be continuing at the time of such the proposed transaction or would result therefrom and from the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance):transaction: (A6) the Guarantor Company may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor Company or Petrobras in cases when the Guarantor Company is the surviving entity in such the transaction and such the transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Company and its Subsidiaries taken as a whole, it being understood that if the Guarantor Company is not the surviving entity, the Guarantor shall Company will be required to comply with the requirements set forth in the previous paragraph; or (B7) any direct or indirect Subsidiary of the Guarantor Company may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor Company or any of its Subsidiaries subsidiaries or Affiliatesaffiliates) in cases when such the transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Company and its Subsidiaries subsidiaries taken as a whole; or (C) 8) any direct or indirect Subsidiary of the Guarantor Company may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any other direct or indirect Subsidiary of the GuarantorCompany or Petrobras; or (D9) any direct or indirect Subsidiary of the Guarantor Company may liquidate or dissolve if the Guarantor Company determines in good faith that such the liquidation or dissolution is in the best interests of the GuarantorPetrobras, and would not result in a Material Adverse Effect material adverse effect on the Guarantor Company and its Subsidiaries taken as a whole and if such the liquidation or dissolution is part of a corporate reorganization of the GuarantorCompany or Petrobras.”

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will be a corporation organized and validly existing under the laws of Brazil and shall assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Amended and Restated Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Amended and Restated Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this Amended and Restated Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and; (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Amended and Restated Guaranty comply with the terms of this Amended and Restated Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Guarantor has delivered notice of any such transaction to Xxxxx’x (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to Xxxxx’x and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor Standby Purchaser will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) or permit any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) to merge with or into it, unless: (A) either the Guarantor Standby Purchaser is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor Standby Purchaser is merged or that acquired or leased such property or assets of the Guarantor Standby Purchaser will be a corporation organized and validly existing under the laws of Brazil and shall assume (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty Agreement (the form and substance of which shall be previously approved by the Trustee), all of the GuarantorStandby Purchaser’s obligations under this GuarantyAgreement; (B) the Successor Company (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such transaction, no Event of Default, Default and no Default has occurred and is continuing; and; (D) the Guarantor Standby Purchaser has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, Counsel each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty Agreement comply with the terms of this Guaranty Agreement and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Standby Purchaser has delivered notice of any such transaction to Mxxxx’x (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor Standby Purchaser has delivered written notice of any such transaction to Mxxxx’x and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor Standby Purchaser may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor Standby Purchaser in cases when the Guarantor Standby Purchaser is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole, it being understood that if the Guarantor Standby Purchaser is not the surviving entity, the Guarantor Standby Purchaser shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor Standby Purchaser or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the GuarantorStandby Purchaser; or (D) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may liquidate or dissolve if the Guarantor Standby Purchaser determines in good faith that such liquidation or dissolution is in the best interests of the GuarantorStandby Purchaser, and would not result in a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the GuarantorStandby Purchaser.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2021 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor Issuer will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer all or substantially all of its properties, assets or revenues net sales to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity Person (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, it unless: (A) either the Guarantor Issuer is the continuing entity or the person (the “Successor Company”) Person formed by such consolidation or into which the Guarantor Issuer is merged or that acquired or leased such property or assets of the Guarantor Issuer (the “Successor Company”) will be a company organized and validly existing under the laws of Brazil, the Cayman Islands or the United States and shall assume (jointly and severally with the Guarantor Issuer unless the Guarantor Issuer shall have ceased to exist as a result part of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance a supplemental indenture, or by operation of which shall be previously approved by the Trustee)law, all of the GuarantorIssuer’s obligations on the Notes and under this GuarantyIndenture; (B) the Successor Company (jointly and severally with the Guarantor Issuer unless the Guarantor Issuer shall have ceased to exist as part a result of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such the transaction, no Event of Default, and no or Default has occurred and is continuing; and (D) the Guarantor Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition the transaction and the amendment to this Guaranty supplemental indenture, if applicable, comply with the terms of this Guaranty Indenture and that all conditions precedent provided for herein in this Indenture and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default under this Indenture or the Notes shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and therefrom, the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor Issuer may merge, amalgamate merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Issuer or the Guarantor in cases when the Guarantor Issuer is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a wholeIssuer, it being understood that if the Guarantor Issuer is not the surviving entity, the Guarantor Issuer shall be required to comply with the requirements set forth in the previous paragraph; orclause (i) above. (Biii) In case of any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or intosuch consolidation, or conveymerger, sale, transfer, leaselease or other conveyance, spin-off the Successor Company shall succeed to and be substituted for the Issuer with the same effect as if it had been named herein as the Issuer. The Successor Company may cause to be signed, and may issue either in its own name or otherwise dispose in the name of assets tothe Issuer prior to such succession any or all of the Notes issuable hereunder that theretofore shall not have been signed by the Issuer and delivered to the Trustee; and upon the order of the Successor Company instead of the Issuer and subject to all the terms, conditions and limitations set forth in this Indenture, the Trustee shall authenticate and shall deliver any person Notes that previously shall have been signed and delivered by the officer of the Issuer to the Trustee for authentication, and any Notes that the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Notes issued shall in all respects have the same legal rank and benefit under this Indenture as though all of such Notes had been issued at the date of the execution hereof. (iv) In case of any such consolidation, merger, sale, transfer, lease or conveyance (as described in clauses (i) and (ii) above), such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate. (v) In the event of any such sale or conveyance (other than a conveyance by way of lease) (as described in clauses (i) and (ii) above), the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on Issuer shall be discharged from all obligations and covenants under this Indenture and the Guarantor and its Subsidiaries taken Notes thereafter to be issued as a whole; ormay be appropriate. (Cvi) In the event of any direct such sale or indirect Subsidiary conveyance (other than a conveyance by way of lease) (as described in clauses (i) and (ii) above), the Guarantor Issuer shall be discharged from all obligations and covenants under this Indenture and the Notes to be performed by the Issuer and may merge or consolidate with or intobe liquidated and/or dissolved. (vii) No Successor Company shall have the right to redeem any Outstanding Notes unless the Issuer would have been entitled to redeem such Notes pursuant to this Indenture in absence of any such merger, or conveyconsolidation, sale, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; orconveyance permitted herein. (Dviii) The Trustee may rely on the Opinion of Counsel prepared in accordance with this Section as conclusive evidence that any direct such consolidation, merger, sale, transfer, lease or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that other conveyance, and any such liquidation or dissolution is in dissolution, complies with the best applicable provisions of this Indenture and the Notes. (ix) For the purpose of this Section 6.9, the term “Subsidiary” shall also include any corporation, company, partnership or other entity of which the Guarantor owns shares of stock or other ownership interests have the ordinary voting power to elect at least 50% of the Board of Directors (or similar governing body) of such corporation, company, partnership or other entity, or the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if directly or indirectly through one or more intermediaries, otherwise shares equal control of such liquidation corporation, company, partnership or dissolution is part of a corporate reorganization of the Guarantorother entity with another Person.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor Standby Purchaser will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) or permit any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) to merge with or into it, unless: (A) either the Guarantor Standby Purchaser is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor Standby Purchaser is merged or that acquired or leased such property or assets of the Guarantor Standby Purchaser will assume (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty Agreement (the form and substance of which shall be previously approved by the Trustee), all of the GuarantorStandby Purchaser’s obligations under this GuarantyAgreement; (B) the Successor Company (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such transaction, no Event of Default, Default and no Default has occurred and is continuing; and; (D) the Guarantor Standby Purchaser has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, Counsel each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty Agreement comply with the terms of this Guaranty Agreement and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Standby Purchaser has delivered notice of any such transaction to Xxxxx’x (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor Standby Purchaser has delivered written notice of any such transaction to Xxxxx’x and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor Standby Purchaser may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor Standby Purchaser in cases when the Guarantor Standby Purchaser is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole, it being understood that if the Guarantor Standby Purchaser is not the surviving entity, the Guarantor Standby Purchaser shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor Standby Purchaser or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the GuarantorStandby Purchaser; or (D) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may liquidate or dissolve if the Guarantor Standby Purchaser determines in good faith that such liquidation or dissolution is in the best interests of the GuarantorStandby Purchaser, and would not result in a Material Adverse Effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the GuarantorStandby Purchaser.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer all or substantially all of its properties, assets or revenues net sales to any person or entity Person (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity Person (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, it unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) Person formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor (the “Successor Company”) will be a company organized and validly existing under the laws of Brazil, the United States or any country that is a member of the European Union and shall assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result part of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this Guaranty; (C) immediately after giving effect to such the transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition the transaction and the amendment to this Guaranty Guaranty, if applicable, comply with the terms of this Guaranty and that all conditions precedent provided for herein in this Guaranty and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance):therefrom: (A) the Guarantor may merge, amalgamate merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraphclause (i) above; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) Person in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any other direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor. (E) For the purpose of this Section 9(l)(ii), the term “Subsidiary” shall also include any corporation, company, partnership or other entity of which the Guarantor owns shares of stock or other ownership interests that have the ordinary voting power to elect at least 50% of the Board of Directors (or similar governing body) of such corporation, company, partnership or other entity, or the Guarantor, directly or indirectly through one or more intermediaries, otherwise shares equal control of such corporation, company, partnership or other entity with another Person.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the Guaranty(the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Amended and Restated Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Amended and Restated Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2041 Notes pursuant to this Amended and Restated Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Amended and Restated Guaranty comply with the terms of this Amended and Restated Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2020 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2016 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2115 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2040 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2027 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2041 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2021 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2025 Notes or the Exchange Securities pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor Issuer will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation Person or convey, lease, spin-off lease or transfer all or substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the GuarantorIssuer) or permit any person or entity Person (other than a direct or indirect Subsidiary of the GuarantorIssuer) to merge with or into it, it unless: (Ai) either the Guarantor Issuer is the continuing entity or the person (the “Successor Company”) Person formed by such consolidation or into which the Guarantor Issuer is merged or that acquired or leased such property or assets of the Guarantor Issuer (the “Successor Company”) will be a company organized and validly existing under the laws of Brazil or the United States and shall assume (jointly and severally with the Guarantor Issuer unless the Guarantor Issuer shall have ceased to exist as a result part of such merger, consolidation or amalgamation), by an amendment to this Guaranty a supplemental indenture (the form and substance of which shall be previously approved by the Indenture Trustee), all of the GuarantorIssuer’s obligations on the Notes and under this GuarantyIndenture; (Bii) the Successor Company (jointly and severally with the Guarantor Issuer unless the Guarantor Issuer shall have ceased to exist as part a result of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (Ciii) immediately after giving effect to such the transaction, no Event of Default, and no Default or Default has occurred and is continuing; and; (Div) the Guarantor Issuer has delivered to the Indenture Trustee (with a copy to the Insurer) an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition the transaction and the amendment to this Guaranty supplemental indenture, if applicable, comply with the terms of this Guaranty Indenture and that all conditions precedent provided for herein in this Indenture and relating to such transaction have been complied with.; and (iiv) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default Issuer shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee Rating Agencies (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor).

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2026 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2018 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2022 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes or the Exchange Securities pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2023 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on 11 the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor Issuer will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation Person or convey, lease, spin-off lease or transfer all or substantially all of its properties, assets or revenues to any person or entity Person (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the GuarantorIssuer) to merge with or into it, it unless: (Ai) either (a) the Guarantor Issuer is the continuing entity or (b) the person (the “Successor Company”) Person formed by such consolidation or into which the Guarantor Issuer is merged or that acquired or leased such property or assets of the Guarantor Issuer (the “Successor Company”) will be a company organized and validly existing under the laws of Peru, Spain or the United States and, with respect to clause (b) above, shall assume (jointly and severally with the Guarantor Issuer unless the Guarantor Issuer shall have ceased to exist as a result part of such merger, consolidation or amalgamation), by an amendment to this Guaranty a supplemental indenture (the form and substance of which shall be previously approved by the Trustee), all of the GuarantorIssuer’s obligations on the Notes and under this GuarantyIndenture; (Bii) the Successor Company (jointly and severally with the Guarantor Issuer unless the Guarantor Issuer shall have ceased to exist as part a result of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (Ciii) immediately after giving effect to such the transaction, no Event of Default, and no Default or Default has occurred and is continuing; and; (Div) the Guarantor Issuer has delivered to the Trustee Trustee, promptly after the announcement of the transaction, an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition the transaction and the amendment to this Guaranty supplemental indenture, if applicable, comply with the terms of this Guaranty Indenture and that all conditions precedent provided for herein in this Indenture and relating to such transaction have been complied with; and (v) the Issuer shall have delivered notice of any such transaction to the Rating Agency or any other rating agency that provides a rating on the Notes, if any (which notice shall contain a description of such merger, consolidation or conveyance). (iib) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default under this Indenture or the Notes shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance):therefrom: (Ai) the Guarantor Issuer may merge, amalgamate merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct Subsidiary or indirect Subsidiary parent of the Guarantor Issuer in cases when the Guarantor Issuer is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Issuer and its Subsidiaries taken as a whole, it being understood that if the Guarantor Issuer is not the surviving entity, the Guarantor Issuer shall be required to comply with the requirements set forth in the previous paragraphclause (a) above; or (Bii) any direct or indirect Subsidiary of the Guarantor Issuer may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person Person (other than a shareholder of the Guarantor or any of its Subsidiaries or AffiliatesIssuer) in cases when such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Issuer and its Subsidiaries taken as a whole; or (Ciii) any direct or indirect Subsidiary of the Guarantor Issuer may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect other Subsidiary of the GuarantorIssuer; or (Div) any direct or indirect Subsidiary of the Guarantor Issuer may liquidate or dissolve if the Guarantor Issuer determines in good faith that such liquidation or dissolution is in the best interests of the GuarantorIssuer, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the GuarantorIssuer.

Limitation on Consolidation, Merger, Sale or Conveyance. (ia) The Guarantor Company will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the GuarantorPetrobras) or permit any person or entity (other than a direct or indirect Subsidiary of the GuarantorCompany) to merge with or into it, it unless: (A1) either the Guarantor Company is the continuing entity or the person Person (the “Successor Company”) formed by such the consolidation or into which the Guarantor Company is merged or that acquired or leased such the property or assets of the Guarantor Company will assume (jointly and severally with the Guarantor Company unless the Guarantor shall Company will have ceased to exist as a result of such that merger, consolidation or amalgamation), by an amendment to this Guaranty a supplemental indenture (the form and substance of which shall will be previously approved by the Trustee), all of the GuarantorCompany’s obligations under this Guarantythe Indenture and the Notes; (B2) the Successor Company (jointly and severally with the Guarantor Company unless the Guarantor shall Company will have ceased to exist as part of such the merger, consolidation or amalgamation) agrees to indemnify each Noteholder Holder against any tax, assessment or governmental charge thereafter imposed on such Noteholder the Holder solely as a consequence of such the consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest oninterest, the Notes pursuant to this GuarantyNotes; (C3) immediately after giving effect to such the transaction, no Event of Default, and no Default has occurred and is continuing; and; (D4) the Guarantor Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition the transaction and the amendment to this Guaranty fifth supplemental indenture, comply with the terms of this Guaranty the Indenture and that all conditions precedent provided for herein in the Indenture and relating to such the transaction have been complied with.; and (ii5) the Company must deliver a notice describing that transaction to Moody’s to the extent that Xxxxx’x is at that time rating the Notes. Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall under the Indenture or the Notes will have occurred and be continuing at the time of such the proposed transaction or would result therefrom and from the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance):transaction: (A6) the Guarantor Company may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor Company or Petrobras in cases when the Guarantor Company is the surviving entity in such the transaction and such the transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Company and its Subsidiaries taken as a whole, it being understood that if the Guarantor Company is not the surviving entity, the Guarantor shall Company will be required to comply with the requirements set forth in the previous paragraph; or (B7) any direct or indirect Subsidiary of the Guarantor Company may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor Company or any of its Subsidiaries subsidiaries or Affiliatesaffiliates) in cases when such the transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Company and its Subsidiaries subsidiaries taken as a whole; or (C) 8) any direct or indirect Subsidiary of the Guarantor Company may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any other direct or indirect Subsidiary of the GuarantorCompany or Petrobras; or (D9) any direct or indirect Subsidiary of the Guarantor Company may liquidate or dissolve if the Guarantor Company determines in good faith that such the liquidation or dissolution is in the best interests of the GuarantorPetrobras, and would not result in a Material Adverse Effect material adverse effect on the Guarantor Company and its Subsidiaries taken as a whole and if such the liquidation or dissolution is part of a corporate reorganization of the GuarantorCompany or Petrobras.”

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2044 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on 11 the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, Braskem shall not consolidate or amalgamate with or merge into any corporation with or into, or convey, lease, spin-off transfer or transfer lease all or substantially all of its propertiesassets to, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into itPerson, unless: (Aa) either the Guarantor is the continuing entity resulting, surviving or the person transferee Person (if not Braskem or any of its Subsidiaries) (the “Successor CompanyGuarantor”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation)expressly assume, by an amendment indenture supplemental to this Guaranty (the form Indenture, executed and substance of which shall be previously approved by delivered to the Trustee), all the obligations of the Guarantor’s obligations Braskem under this GuarantyIndenture and the Securities, as applicable; (Bb) the Successor Company Guarantor, if not organized and existing under the laws of Brazil, undertakes, in such supplemental indenture, to pay such Additional Amounts in respect of principal (jointly and severally with premium, if any) and interest as may be necessary in order that every net payment made in respect of the Guarantor unless the Guarantor shall have ceased to exist as part Guarantee after deduction or withholding for or on account of such mergerany present or future tax, consolidation or amalgamation) agrees to indemnify each Noteholder against any taxpenalty, fine, duty, assessment or other governmental charge thereafter imposed by such other country or any political subdivision or taxing authority thereof or therein shall not be less than the amount of principal (and premium, if any) and interest then due and payable on the Guarantee, subject to the same exceptions set forth under Sections 10.8(a) through (f), but replacing existing references in such Noteholder solely as a consequence of clauses to Brazil and Cayman Islands with references to such consolidationother country; provided, mergerhowever, conveyancethat notwithstanding anything to the contrary in this paragraph, transfer the Successor Guarantor shall be entitled to make any deduction or lease withholding, and shall not be required to pay any additional amounts with respect to any such deduction or withholding, imposed on or in respect of any Security pursuant to Section 1471 through Section 1474 of the payment of principal ofCode (“FATCA”), any treaty, law, regulation or other official guidance enacted by the Cayman Islands, any jurisdiction in which the Successor Guarantor is organized or in which payments on the Securities are made (each such jurisdiction, a “Successor Guarantor Taxing Jurisdiction”), implementing FATCA, or interest onany agreement between the Successor Guarantor, the Notes pursuant to this Guaranty;Company or a paying agent and the United States, a Successor Guarantor Taxing Jurisdiction or any authority of any of the foregoing implementing FATCA. (Cc) immediately after giving effect to such transaction, no Event of Default, and no Default has shall have occurred and is continuingbe continuing with respect to the Securities of any series; and (Dd) the Guarantor has Braskem shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, salemerger or transfer and such supplemental indenture, transfer or other conveyance or disposition and the amendment to this Guaranty if any, comply with this Indenture. The Trustee shall be entitled to conclusively rely on and shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the terms satisfaction of this Guaranty and that all the conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or intothis Section 8.01, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect which event it shall be conclusive and binding on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the GuarantorHolders.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into itperson, unless: (A) immediately after giving effect to such transaction no Event of Default, and no Default, shall have occurred and be continuing; (B) either the Guarantor is the continuing entity or the person (the “Successor Company”) or entity formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor (the “Successor Company”) will be a company organized and validly existing under the laws of Brazil and shall assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result part of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty or the Guarantor allows a consolidation, merger, conveyance or transfer of its Subsidiaries as when they are subject to the Brazilian privatization program pursuant to Law No. 803 1, dated April 12, 1990, and the Successor Company assumes, by an amendment to the Guaranty, all of the Guarantor’s obligations under the Guaranty; (BC) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part a result of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered shall have provided to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and applicable law and that all conditions precedent provided for herein and therein relating to such transaction have been complied with.met; and (iiE) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default Guarantor shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee Xxxxx’x (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantortransaction).

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2023 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2019 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor Standby Purchaser will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) or permit any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) to merge with or into it, unless: (A) either the Guarantor Standby Purchaser is the continuing entity or the person (the “"Successor Company”") formed by such consolidation or into which the Guarantor Standby Purchaser is merged or that acquired or leased such property or assets of the Guarantor Standby Purchaser will be a corporation organized and validly existing under the laws of Brazil and shall assume (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty Agreement (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s Standby Purchaser's obligations under this GuarantyAgreement; (B) the Successor Company (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such transaction, no Event of Default, Default and no Default has occurred and is continuing; and; (D) the Guarantor Standby Purchaser has delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, Counsel each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty Agreement comply with the terms of this Guaranty Agreement and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Standby Purchaser has delivered notice of any such transaction to Moody's (which notice shall contain a description of such merxxx, xxnsolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor Standby Purchaser has delivered written notice of any such transaction to Moody's and the Trustee (which notice shall contain a description of such mergerxxxx xerger, consolidation or conveyance):).: (A) the Guarantor Standby Purchaser may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor Standby Purchaser in cases when the Guarantor Standby Purchaser is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole, it being understood that if the Guarantor Standby Purchaser is not the surviving entity, the Guarantor Standby Purchaser shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor Standby Purchaser or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the GuarantorStandby Purchaser; or (D) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may liquidate or dissolve if the Guarantor Standby Purchaser determines in good faith that such liquidation or dissolution is in the best interests of the GuarantorStandby Purchaser, and would not result in a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.Standby Purchaser;

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor Standby Purchaser will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) or permit any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) to merge with or into it, unless: (A) either the Guarantor Standby Purchaser is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor Standby Purchaser is merged or that acquired or leased such property or assets of the Guarantor Standby Purchaser will assume (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty Agreement (the form and substance of which shall be previously approved by the Trustee), all of the GuarantorStandby Purchaser’s obligations under this GuarantyAgreement; (B) the Successor Company (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such transaction, no Event of Default, Default and no Default has occurred and is continuing; and; (D) the Guarantor Standby Purchaser has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, Counsel each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty Agreement comply with the terms of this Guaranty Agreement and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Standby Purchaser has delivered notice of any such transaction to Mxxxx’x (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor Standby Purchaser has delivered written notice of any such transaction to Mxxxx’x and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor Standby Purchaser may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor Standby Purchaser in cases when the Guarantor Standby Purchaser is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole, it being understood that if the Guarantor Standby Purchaser is not the surviving entity, the Guarantor Standby Purchaser shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor Standby Purchaser or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the GuarantorStandby Purchaser; or (D) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may liquidate or dissolve if the Guarantor Standby Purchaser determines in good faith that such liquidation or dissolution is in the best interests of the GuarantorStandby Purchaser, and would not result in a Material Adverse Effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the GuarantorStandby Purchaser.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2043 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on 11 the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer all or substantially all of its properties, assets or revenues to any person or entity Person (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity Person (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, it unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) Person formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor (the "Successor Company") will be a company organized and validly existing under the laws of Brazil or the United States and shall assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result part of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s 's obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this Guaranty; (C) immediately after giving effect to such the transaction, no Event of Default, and no Default has occurred and is continuing; and; (D) the Guarantor has delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition the transaction and the amendment to this Guaranty Guaranty, if applicable, comply with the terms of this Guaranty and that all conditions precedent provided for herein in this Guaranty and relating to such transaction have been complied with; and (E) the Guarantor has delivered notice of such transaction to Xxxxx'x, Fitch and S&P (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance):therefrom: (A) the Guarantor may merge, amalgamate merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraphclause (i) above; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person Person (other than the Guarantor or any of its Subsidiaries or Affiliatesaffiliates) in cases when such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any other direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect material adverse effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor. (E) For the purpose of this Section 10(n)(ii), the term "Subsidiary" shall also include any corporation, company, partnership or other entity of which the Guarantor owns shares of stock or other ownership interests have the ordinary voting power to elect at least 50% of the Board of Directors (or similar governing body) of such corporation, company, partnership or other entity, or the Guarantor, directly or indirectly through one or more intermediaries, otherwise shares equal control of such corporation, company, partnership or other entity with another Person.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2024 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2028 Notes or the Exchange Securities pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, Braskem shall not consolidate or amalgamate with or merge into any corporation with or into, or convey, lease, spin-off transfer or transfer lease all or substantially all of its propertiesassets to, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into itPerson, unless: (Aa) either the Guarantor is the continuing entity resulting, surviving or the person transferee Person (if not Braskem or any of its Subsidiaries) (the “Successor CompanyGuarantor”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation)expressly assume, by an amendment indenture supplemental to this Guaranty (the form Indenture, executed and substance of which shall be previously approved by delivered to the Trustee), all the obligations of the Guarantor’s obligations Braskem under this GuarantyIndenture and the Securities, as applicable; (Bb) the Successor Company Guarantor, if not organized and existing under the laws of Brazil, undertakes, in such supplemental indenture, to pay such Additional Amounts in respect of principal (jointly and severally with premium, if any) and interest as may be necessary in order that every net payment made in respect of the Guarantor unless the Guarantor shall have ceased to exist as part Guarantee after deduction or withholding for or on account of such mergerany present or future tax, consolidation or amalgamation) agrees to indemnify each Noteholder against any taxpenalty, fine, duty, assessment or other governmental charge thereafter imposed by such other country or any political subdivision or taxing authority thereof or therein shall not be less than the amount of principal (and premium, if any) and interest then due and payable on the Guarantee, subject to the same exceptions set forth under Sections 10.8(a) through (f), but replacing existing references in such Noteholder solely as a consequence of clauses to Brazil with references to such consolidationother country; provided, mergerhowever, conveyancethat notwithstanding anything to the contrary in this paragraph, transfer the Successor Guarantor shall be entitled to make any deduction or lease withholding, and shall not be required to pay any additional amounts with respect to any such deduction or withholding, imposed on or in respect of any Security pursuant to Section 1471 through Section 1474 of the payment of principal ofCode (“FATCA”), any treaty, law, regulation or other official guidance enacted by the United States, any jurisdiction in which the Successor Guarantor is organized or in which payments on the Securities are made (each such jurisdiction, a “Successor Guarantor Taxing Jurisdiction”), implementing FATCA, or interest onany agreement between the Successor Guarantor, the Notes pursuant to this Guaranty;Company or a paying agent and the United States, a Successor Guarantor Taxing Jurisdiction or any authority of any of the foregoing implementing FATCA. (Cc) immediately after giving effect to such transaction, no Event of Default, and no Default has shall have occurred and is continuingbe continuing with respect to the Securities of any series; and (Dd) the Guarantor has Braskem shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, salemerger or transfer and such supplemental indenture, transfer or other conveyance or disposition and the amendment to this Guaranty if any, comply with this Indenture. The Trustee shall be entitled to conclusively rely on and shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the terms satisfaction of this Guaranty and that all the conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or intothis Section 8.01, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect which event it shall be conclusive and binding on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the GuarantorHolders.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2016 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on 11 the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2019 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on 11 the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2025 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor Standby Purchaser will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) or permit any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) to merge with or into it, unless: (A) either the Guarantor Standby Purchaser is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor Standby Purchaser is merged or that acquired or leased such property or assets of the Guarantor Standby Purchaser will be a corporation organized and validly existing under the laws of Brazil and shall assume (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty Agreement (the form and substance of which shall be previously approved by the Trustee), all of the GuarantorStandby Purchaser’s obligations under this GuarantyAgreement; (B) the Successor Company (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such transaction, no Event of Default, Default and no Default has occurred and is continuing; and; (D) the Guarantor Standby Purchaser has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, Counsel each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty Agreement comply with the terms of this Guaranty Agreement and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Standby Purchaser has delivered notice of any such transaction to Xxxxx’x (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor Standby Purchaser has delivered written notice of any such transaction to Xxxxx’x and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor Standby Purchaser may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor Standby Purchaser in cases when the Guarantor Standby Purchaser is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole, it being understood that if the Guarantor Standby Purchaser is not the surviving entity, the Guarantor Standby Purchaser shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor Standby Purchaser or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the GuarantorStandby Purchaser; or (D) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may liquidate or dissolve if the Guarantor Standby Purchaser determines in good faith that such liquidation or dissolution is in the best interests of the GuarantorStandby Purchaser, and would not result in a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the GuarantorStandby Purchaser.

Limitation on Consolidation, Merger, Sale or Conveyance. (ia) The Guarantor Issuer will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation Person or convey, lease, spin-off lease or transfer all or substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the GuarantorIssuer) or permit any person or entity Person (other than a direct or indirect Subsidiary of the GuarantorIssuer) to merge with or into it, it unless: (Ai) either the Guarantor issuer is the continuing entity or the person (the “Successor Company”) Person formed by such consolidation or into which the Guarantor Issuer is merged or that acquired or leased such property or assets of the Guarantor Issuer (the “Successor Company”) will be a company organized and validly existing under the laws of Brazil or the United States and shall assume (jointly and severally with the Guarantor Issuer unless the Guarantor Issuer shall have ceased to exist as a result part of such merger, consolidation or amalgamation), by an amendment to this Guaranty a supplemental indenture (the form and substance of which shall be previously approved by the Trustee), all of the GuarantorIssuer’s obligations on the Notes and under this GuarantyIndenture; (Bii) the Successor Company (jointly and severally with the Guarantor Issuer unless the Guarantor Issuer shall have ceased to exist as part a result of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (Ciii) immediately after giving effect to such the transaction, no Event of Default, and no Default or Default has occurred and is continuing; and; (Div) the Guarantor Issuer has delivered to the Trustee (with a copy to the Insurance Agent) an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition the transaction and the amendment to this Guaranty supplemental indenture, if applicable, comply with the terms of this Guaranty Indenture and that all conditions precedent provided for herein in this Indenture and relating to such transaction have been complied with; and (v) the Issuer shall have delivered notice of any such transaction to the Rating Agency (which notice shall contain a description of such merger, consolidation or conveyance). (iib) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default under this Indenture or the Notes shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance):therefrom: (Ai) the Guarantor Issuer may merge, amalgamate merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor Issuer in cases when the Guarantor Issuer is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a wholeEffect, it being understood that if the Guarantor Issuer is not the surviving entity, the Guarantor Issuer shall be required to comply with the requirements set forth in the previous paragraphclause (a) above; or (Bii) any direct or indirect Subsidiary of the Guarantor Issuer may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a wholeEffect; or (Ciii) any direct or indirect Subsidiary of the Guarantor Issuer may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect other Subsidiary of the GuarantorIssuer; or (Div) any direct or indirect Subsidiary of the Guarantor Issuer may liquidate or dissolve if the Guarantor Issuer determines in good faith that such liquidation or dissolution is in the best interests of the GuarantorIssuer, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the GuarantorIssuer. (c) In case of any such consolidation, merger, sale, transfer, lease or other conveyance, the Successor Company shall succeed to and be substituted for the Issuer with the same effect as if it had been named herein as the Issuer. The Successor Company may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Notes issuable hereunder that theretofore shall not have been signed by the Issuer and delivered to the Trustee; and upon the order of the Successor Company instead of the Issuer and subject to all the terms, conditions and limitations set forth in this Indenture, the Trustee shall authenticate and shall deliver any Notes that previously shall have been signed and delivered by the officer of the Issuer to the Trustee for authentication, and any Notes that the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Notes issued shall in all respects have the same legal rank and benefit under this Indenture as though all of such Notes had been issued at the date of the execution hereof. (d) In case of any such consolidation, merger, sale, transfer, lease or conveyance (as described in clauses (a) and (b) above), such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate. (e) In the event of any such sale or conveyance (other than a conveyance by way of lease) (as described in clauses (a) and (b) above), the Issuer shall be discharged from all obligations and covenants under this Indenture and the Notes thereafter to be issued as may be appropriate. (f) In the event of any such sale or conveyance (other than a conveyance by way of lease) (as described in clauses (a) and (b) above), the Issuer shall be discharged from all obligations and covenants under this Indenture and the Notes to be performed by the Issuer and may be liquidated and/or dissolved. (g) No Successor Company shall have the right to redeem any Outstanding Notes unless the Issuer would have been entitled to redeem such Notes pursuant to this Indenture in absence of any such merger, consolidation, sale, transfer, lease or conveyance permitted herein. (h) The Trustee may rely on the Opinion of Counsel prepared in accordance with this Section as conclusive evidence that any such consolidation, merger, sale, transfer, lease or other conveyance, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture and the Notes.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor Issuer will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person Person or entity (other than a direct or indirect Subsidiary subsidiary of the GuarantorIssuer) or permit any person or entity (other than a direct or indirect Subsidiary subsidiary of the GuarantorIssuer) to merge with or into it, it unless: (Ai) either the Guarantor Issuer is the continuing entity or the person Person (the “Successor Companysuccessor company”) formed by such the consolidation or into which the Guarantor Issuer is merged or that acquired or leased such the property or assets of the Guarantor Issuer will assume (jointly and severally with the Guarantor Issuer unless the Guarantor shall Issuer will have ceased to exist as a result of such that merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee)a supplemental indenture, all of the GuarantorIssuer’s obligations under this GuarantyIndenture, the Security Documents and the Notes; (Bii) the Successor Company successor company (jointly and severally with the Guarantor Issuer unless the Guarantor shall Issuer will have ceased to exist as part of such the merger, consolidation or amalgamation) agrees to indemnify each Noteholder Holder of Notes against any tax, assessment or governmental charge thereafter imposed on such Noteholder the Holders of Notes solely as a consequence of such the consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest oninterest, the Notes pursuant to this GuarantyNotes; (Ciii) immediately after giving effect to such the transaction, no Default or Event of Default, and no Default has occurred and is continuing; and (Div) the Guarantor Issuer has delivered to the Trustee Trustee, the Principal Paying Agent and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply transaction complies with the terms of this Guaranty Indenture and the Security Documents, and that all conditions precedent provided for herein in this Indenture and the Security Documents and relating to such the transaction have been complied with. (ii) . Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall under this Indenture, the Security Documents or the Notes will have occurred and be continuing at the time of such the proposed transaction or would result therefrom and from the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance):transaction: (A1) the Guarantor Issuer may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor Issuer in cases when the Guarantor Issuer is the surviving entity in such the transaction and such the transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Issuer and its Subsidiaries taken as a whole, it being understood that if the Guarantor Issuer is not the surviving entity, the Guarantor shall Issuer will be required to comply with the requirements set forth in the previous paragraph; or (B2) any direct or indirect Subsidiary of the Guarantor Issuer may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person Person (other than the Guarantor Issuer or any of its Subsidiaries or Affiliatesaffiliates) in cases when such the transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Issuer and its Subsidiaries taken as a whole; or (C3) any direct or indirect Subsidiary of the Guarantor Issuer may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any other direct or indirect Subsidiary of the GuarantorIssuer; or (D4) any direct or indirect Subsidiary of the Guarantor Issuer may liquidate or dissolve if the Guarantor Issuer determines in good faith that such the liquidation or dissolution is in the best interests of the GuarantorIssuer, and would not result in a Material Adverse Effect material adverse effect on the Guarantor Issuer and its Subsidiaries taken as a whole and if such the liquidation or dissolution is part of a corporate reorganization of the GuarantorIssuer; or (5) the Issuer may omit to comply with any term, provision or condition set forth in certain covenants or any term, provision or condition of this Indenture, if before the time for the compliance the Holders of at least a majority in principal amount of the Outstanding Notes waive the compliance, but no waiver can operate except to the extent expressly waived, and, until a waiver becomes effective, the Issuer’s obligations and the duties of the Trustee as set forth in this Indenture in respect of any such term, provision or condition will remain in full force and effect.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2020 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2034 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2016 Floating Rate Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on 11 the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2029 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor the Issuer will not, in one or a series of transactions, consolidate or amalgamate with or merge 45 into any corporation or convey, lease, spin-off lease or transfer all or substantially all of its properties, assets or revenues net sales to any person or entity (other than a direct or indirect Subsidiary of the Issuer or the Guarantor) or permit any person or entity Person (other than a direct or indirect Subsidiary of the Issuer or the Guarantor) to merge with or into it, it unless: (A) either the Guarantor Issuer is the continuing entity or the person (the “Successor Company”) Person formed by such consolidation or into which the Guarantor Issuer is merged or that acquired or leased such property or assets of the Guarantor Issuer (the "SUCCESSOR COMPANY") will be a company organized and validly existing under the laws of Brazil or the United States and shall assume (jointly and severally with the Guarantor Issuer unless the Guarantor Issuer shall have ceased to exist as a result part of such merger, consolidation or amalgamation), by an amendment to this Guaranty a supplemental indenture (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s Issuer's obligations on the Notes and under this GuarantyIndenture; (B) the Successor Company (jointly and severally with the Guarantor Issuer unless the Guarantor Issuer shall have ceased to exist as part a result of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such the transaction, no Event of Default, and no or Default has occurred and is continuing; and; (D) the Guarantor Issuer has delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition the transaction and the amendment to this Guaranty supplemental indenture, if applicable, comply with the terms of this Guaranty Indenture and that all conditions precedent provided for herein in this Indenture and relating to such transaction have been complied with.; and (iiE) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default Issuer shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee Rating Agencies (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor).

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor Standby Purchaser will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) or permit any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) to merge with or into it, unless: (A) either the Guarantor Standby Purchaser is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor Standby Purchaser is merged or that acquired or leased such property or assets of the Guarantor Standby Purchaser will assume (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty Agreement (the form and substance of which shall be previously approved by the Trustee), all of the GuarantorStandby Purchaser’s obligations under this GuarantyAgreement; (B) the Successor Company (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such transaction, no Event of Default, Default and no Default has occurred and is continuing; and; (D) the Guarantor Standby Purchaser has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, Counsel each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty Agreement comply with the terms of this Guaranty Agreement and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Standby Purchaser has delivered notice of any such transaction to Xxxxx’x (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor Standby Purchaser has delivered written notice of any such transaction to Xxxxx’x and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor Standby Purchaser may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor Standby Purchaser in cases when the Guarantor Standby Purchaser is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole, it being understood that if the Guarantor Standby Purchaser is not the surviving entity, the Guarantor Standby Purchaser shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor Standby Purchaser or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the GuarantorStandby Purchaser; or (D) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may liquidate or dissolve if the Guarantor Standby Purchaser determines in good faith that such liquidation or dissolution is in the best interests of the GuarantorStandby Purchaser, and would not result in a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the GuarantorStandby Purchaser.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer all or substantially all of its properties, assets or revenues net sales to any person or entity Person (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity Person (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, it unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) Person formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor (the "Successor Company") will be a company organized and validly existing under the laws of Brazil or the United States and shall assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result part of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s 's obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this Guaranty; (C) immediately after giving effect to such the transaction, no Event of Default, and no Default has occurred and is continuing; and; (D) the Guarantor has delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition the transaction and the amendment to this Guaranty Guaranty, if applicable, comply with the terms of this Guaranty and that all conditions precedent provided for herein in this Guaranty and relating to such transaction have been complied with; and (E) the Guarantor has delivered notice of such transaction to Moody's, Fitch and S&P (which notice shall contain a description of xxxx merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance):therefrom: (A) the Guarantor may merge, amalgamate merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraphclause (i) above; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) Person in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any other direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor. (E) For the purpose of this Section 10(n)(ii), the term "Subsidiary" shall also include any corporation, company, partnership or other entity of which the Guarantor owns shares of stock or other ownership interests that have the ordinary voting power to elect at least 50% of the Board of Directors (or similar governing body) of such corporation, company, partnership or other entity, or the Guarantor, directly or indirectly through one or more intermediaries, otherwise shares equal control of such corporation, company, partnership or other entity with another Person.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and; (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Guarantor has delivered notice of any such transaction to Xxxxx’x (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to Xxxxx’x and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, Braskem shall not consolidate or amalgamate with or merge into any corporation with or into, or convey, lease, spin-off transfer or transfer lease all or substantially all of its propertiesassets to, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into itPerson, unless: (Aa) either the Guarantor is the continuing entity resulting, surviving or the person transferee Person (if not Braskem or any of its Subsidiaries) (the “Successor CompanyGuarantor”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation)expressly assume, by an amendment indenture supplemental to this Guaranty (the form Indenture, executed and substance of which shall be previously approved by delivered to the Trustee), all the obligations of the Guarantor’s obligations Braskem under this GuarantyIndenture and the Securities, as applicable; (Bb) the Successor Company Guarantor, if not organized and existing under the laws of Brazil, undertakes, in such supplemental indenture, to pay such Additional Amounts in respect of principal (jointly and severally with premium, if any) and interest as may be necessary in order that every net payment made in respect of the Guarantor unless the Guarantor shall have ceased to exist as part Guarantee after deduction or withholding for or on account of such mergerany present or future tax, consolidation or amalgamation) agrees to indemnify each Noteholder against any taxpenalty, fine, duty, assessment or other governmental charge thereafter imposed by such other country or any political subdivision or taxing authority thereof or therein shall not be less than the amount of principal (and premium, if any) and interest then due and payable on the Guarantee, subject to the same exceptions set forth under Sections 10.8(a) through (f), but replacing existing references in such Noteholder solely as a consequence of clauses to Brazil and Austria with references to such consolidationother country; provided, mergerhowever, conveyancethat notwithstanding anything to the contrary in this paragraph, transfer the Successor Guarantor shall be entitled to make any deduction or lease withholding, and shall not be required to pay any additional amounts with respect to any such deduction or withholding, imposed on or in respect of any Security pursuant to Section 1471 through Section 1474 of the payment of principal ofCode (“FATCA”), any treaty, law, regulation or other official guidance enacted by Austria, any jurisdiction in which the Successor Guarantor is organized or in which payments on the Securities are made (each such jurisdiction, a “Successor Guarantor Taxing Jurisdiction”), implementing FATCA, or interest onany agreement between the Successor Guarantor, the Notes pursuant to this Guaranty;Company or a paying agent and the United States, a Successor Guarantor Taxing Jurisdiction or any authority of any of the foregoing implementing FATCA. (Cc) immediately after giving effect to such transaction, no Event of Default, and no Default has shall have occurred and is continuingbe continuing with respect to the Securities of any series; and (Dd) the Guarantor has Braskem shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, salemerger or transfer and such supplemental indenture, transfer or other conveyance or disposition and the amendment to this Guaranty if any, comply with this Indenture. The Trustee shall be entitled to conclusively rely on and shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the terms satisfaction of this Guaranty and that all the conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or intothis Section 8.01, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect which event it shall be conclusive and binding on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the GuarantorHolders.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of resultof such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2017 Floating Rate Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on 11 the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2019 Floating Rate Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on 11 the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (ia) The Guarantor Issuer will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity Person (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) or permit any person or entity Person (other than a direct or indirect Subsidiary of the GuarantorIssuer) to merge with or into it, unless: (Ai) either the Guarantor Issuer is the continuing entity or the person Person (the “"Successor Company”") formed by such consolidation or into which the Guarantor Issuer is merged or that acquired or leased such property or assets of the Guarantor Issuer will be a corporation organized and validly existing under the laws of the Cayman Islands and shall assume (jointly and severally with the Guarantor Issuer unless the Guarantor Issuer shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty a supplemental indenture (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s Issuer's obligations under this GuarantyIndenture; (Bii) the Successor Company (jointly and severally with the Guarantor Issuer unless the Guarantor Issuer shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (Ciii) immediately after giving effect to such transaction, no Event of Default, Default and no Default has occurred and is continuing; and; (Div) the Guarantor Issuer has delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, Counsel each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply Indenture complies with the terms of this Guaranty Indenture and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.and

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Amended and Restated Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Amended and Restated Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and; (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Amended and Restated Guaranty comply with the terms of this Amended and Restated Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Guarantor has delivered notice of any such transaction to Xxxxx’x (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to Xxxxx’x and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2018 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor the Issuer will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer all or substantially all of its properties, assets or revenues net sales to any person or entity (other than a direct or indirect Subsidiary of the Issuer or the Guarantor) or permit any person or entity Person (other than a direct or indirect Subsidiary of the Issuer or the Guarantor) to merge with or into it, it unless: (A) either the Guarantor Issuer is the continuing entity or the person (the “Successor Company”) Person formed by such consolidation or into which the Guarantor Issuer is merged or that acquired or leased such property or assets of the Guarantor Issuer (the "Successor Company") will be a company organized and validly existing under the laws of Brazil or the United States and shall assume (jointly and severally with the Guarantor Issuer unless the Guarantor Issuer shall have ceased to exist as a result part of such merger, consolidation or amalgamation), by an amendment to this Guaranty a supplemental indenture (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s Issuer's obligations on the Notes and under this GuarantyIndenture; (B) the Successor Company (jointly and severally with the Guarantor Issuer unless the Guarantor Issuer shall have ceased to exist as part a result of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such the transaction, no Event of Default, and no or Default has occurred and is continuing; and; (D) the Guarantor Issuer has delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition the transaction and the amendment to this Guaranty supplemental indenture, if applicable, comply with the terms of this Guaranty Indenture and that all conditions precedent provided for herein in this Indenture and relating to such transaction have been complied with; and (E) the Issuer shall have delivered notice of any such transaction to the Rating Agencies (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default under this Indenture or the Notes shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance):therefrom: (A) the Guarantor Issuer may merge, amalgamate merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Issuer or the Guarantor in cases when the Guarantor Issuer is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor Issuer and its Subsidiaries taken as a whole, it being understood that if the Guarantor Issuer is not the surviving entity, the Guarantor Issuer shall be required to comply with the requirements set forth in the previous paragraphclause (i) above; or (B) any direct or indirect Subsidiary of the Guarantor Issuer may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor Issuer and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor Issuer may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect other Subsidiary of the Issuer or the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor Issuer may liquidate or dissolve if the Guarantor Issuer determines in good faith that such liquidation or dissolution is in the best interests of the GuarantorIssuer, and would not result in a Material Adverse Effect on the Guarantor Issuer and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Issuer or the Guarantor. (iii) In case of any such consolidation, merger, sale, transfer, lease or other conveyance, the Successor Company shall succeed to and be substituted for the Issuer with the same effect as if it had been named herein as the Issuer. The Successor Company may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Notes issuable hereunder that theretofore shall not have been signed by the Issuer and delivered to the Trustee; and upon the order of the Successor Company instead of the Issuer and subject to all the terms, conditions and limitations set forth in this Indenture, the Trustee shall authenticate and shall deliver any Notes that previously shall have been signed and delivered by the officer of the Issuer to the Trustee for authentication, and any Notes that the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Amended and Restated Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Amended and Restated Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this Amended and Restated Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and; (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Amended and Restated Guaranty comply with the terms of this Amended and Restated Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Guarantor has delivered notice of any such transaction to Xxxxx’x (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to Xxxxx’x and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2015 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2020 Floating Rate Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and; (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Guarantor has delivered notice of any such transaction to Xxxxx’x (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to Xxxxx’x and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2017 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor ------------------------------------------------------- Standby Purchaser will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) or permit any person or entity (other than a direct or indirect Subsidiary of the GuarantorStandby Purchaser) to merge with or into it, unless: (A) either the Guarantor Standby Purchaser is the continuing entity or the person (the “"Successor Company”") formed by such consolidation or into which ----------------- the Guarantor Standby Purchaser is merged or that acquired or leased such property or assets of the Guarantor Standby Purchaser will be a corporation organized and validly existing under the laws of Brazil and shall assume (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty Agreement (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s Standby Purchaser's obligations under this GuarantyAgreement; (B) the Successor Company (jointly and severally with the Guarantor Standby Purchaser unless the Guarantor Standby Purchaser shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such transaction, no Event of Default, Default and no Default has occurred and is continuing; and; (D) the Guarantor Standby Purchaser has delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, Counsel each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty Agreement comply with the terms of this Guaranty Agreement and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Standby Purchaser has delivered notice of any such transaction to Xxxxx'x (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor Standby Purchaser has delivered written notice of any such transaction to Xxxxx'x and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance):).: (A) the Guarantor Standby Purchaser may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor Standby Purchaser in cases when the Guarantor Standby Purchaser is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole, it being understood that if the Guarantor Standby Purchaser is not the surviving entity, the Guarantor Standby Purchaser shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor Standby Purchaser or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the GuarantorStandby Purchaser; or (D) any direct or indirect Subsidiary of the Guarantor Standby Purchaser may liquidate or dissolve if the Guarantor Standby Purchaser determines in good faith that such liquidation or dissolution is in the best interests of the GuarantorStandby Purchaser, and would not result in a Material Adverse Effect material adverse effect on the Guarantor Standby Purchaser and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.Standby Purchaser;

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2017 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Neither the Issuer nor the Guarantor will notwill, in one a single transaction or a related series of transactions, consolidate with, or amalgamate merge with or into any other Person or permit any other Person to consolidate with or merge into any corporation it, or conveydirectly or indirectly, transfer, sell, lease, spin-off convey or transfer dispose of all or substantially all of its propertiesassets to a Person unless (i) either the Issuer or, assets as the case may be, the Guarantor is the surviving corporation or revenues to any person the surviving, resulting or transferee entity (other than the “Successor Entity”) is a direct Cayman Islands company (in the case of the Issuer), a Brazilian corporation, a corporation of any country that is a member of the European Union on September 24, 2004 or indirect Subsidiary a corporation organized in any state in the United States of America (in the case of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary which irrevocably submits to the jurisdiction of the Guarantor) to merge with federal and state courts sitting in the City of New York and expressly assumes the due and punctual payment of all obligations on the Notes or into itthe Guaranty, unless: (A) either as the case may be, and the due and punctual performance of all the covenants and obligations of the Issuer or the Guarantor is under the continuing entity Notes or the person (Guaranty, as the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly case may be and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation)this Indenture, by an amendment a supplemental indenture in form satisfactory to this Guaranty (the form and substance of which shall be previously approved by the Trustee); (ii) after such event, all there is no Default or Event of Default under this Indenture; and (iii) the Issuer or the Guarantor’s obligations under this Guaranty; (B) , as the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such mergercase may be, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such merger consolidationmerger, sale, transfer consolidation or other conveyance or disposition and the amendment to this Guaranty sale of assets comply with the terms of this Guaranty Article and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article and that all conditions precedent herein provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor Unibanco will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation Person or convey, lease, spin-off lease or transfer all or substantially all of its properties, assets or revenues net sales to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) Person or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) Person to merge with or into it, it unless: (A) either the Guarantor Unibanco is the continuing entity or the person (the “Successor Company”) Person formed by such consolidation or into which the Guarantor Unibanco is merged or that acquired or leased such property or assets of Unibanco (the Guarantor “Successor Company”) will be a company organized and validly existing under the laws of its jurisdiction of incorporation and shall assume (jointly and severally with the Guarantor Unibanco unless the Guarantor Unibanco shall have ceased to exist as a result part of such merger, consolidation or amalgamation), by an amendment to this Guaranty a supplemental indenture (the form and substance of which shall be previously approved by the Trustee), all of the GuarantorUnibanco’s obligations on the Notes and under this GuarantyIndenture; (B) the Successor Company (jointly and severally with the Guarantor Unibanco unless the Guarantor Unibanco shall have ceased to exist as part a result of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this GuarantyNotes; (C) immediately after giving effect to such the transaction, no Event of Default, and no Default or Default has occurred and is continuing; and (D) the Guarantor Unibanco has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition the transaction and the amendment to this Guaranty supplemental indenture, if applicable, comply with the terms of this Guaranty Indenture and that all conditions precedent provided for herein in this Indenture and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default under this Indenture or the Notes shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance):therefrom: (A) the Guarantor Unibanco may merge, amalgamate merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor Unibanco in cases when the Guarantor Unibanco is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a wholeEffect, it being understood that if the Guarantor Unibanco is not the surviving entity, the Guarantor Unibanco shall be required to comply with the requirements set forth in the previous paragraphclause (i) above; or (B) any direct or indirect Subsidiary of the Guarantor Unibanco may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) Person in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a wholeEffect; or (C) any direct or indirect Subsidiary of the Guarantor Unibanco may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect other Subsidiary of the GuarantorUnibanco; or (D) any direct or indirect Subsidiary of the Guarantor Unibanco may liquidate or dissolve if the Guarantor Unibanco determines in good faith that such liquidation or dissolution is in the best interests of the GuarantorUnibanco, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the GuarantorUnibanco.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Amended and Restated Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Amended and Restated Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2021 Notes pursuant to this Amended and Restated Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Amended and Restated Guaranty comply with the terms of this Amended and Restated Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will be a corporation organized and validly existing under the laws of Brazil and shall assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such ofsuch merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and; (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with; and (E) the Guarantor has delivered notice of any such transaction to Xxxxx’x (which notice shall contain a description of such merger, consolidation or conveyance). (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to Xxxxx’x and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, Company shall not consolidate or amalgamate with or merge into any corporation with or into, or convey, lease, spin-off transfer or transfer lease all or substantially all of its propertiesassets to, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into itPerson, unless: (Aa) either the Guarantor is resulting, surviving or transferee Person (if not the continuing entity Company or the person any of its Subsidiaries) (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation)expressly assume, by an amendment indenture supplemental to this Guaranty (the form Indenture, executed and substance of which shall be previously approved by delivered to the Trustee), all the obligations of the Guarantor’s obligations Company under this GuarantyIndenture and the Securities, as applicable; (Bb) the Successor Company Company, if not organized and existing under the laws of Brazil, undertakes, in such supplemental indenture, to pay such Additional Amounts in respect of principal (jointly and severally with premium, if any) and interest as may be necessary in order that every net payment made in respect of the Guarantor unless the Guarantor shall have ceased to exist as part Securities after deduction or withholding for or on account of such mergerany present or future tax, consolidation or amalgamation) agrees to indemnify each Noteholder against any taxpenalty, fine, duty, assessment or other governmental charge thereafter imposed by such other country or any political subdivision or taxing authority thereof or therein shall not be less than the amount of principal (and premium, if any) and interest then due and payable on the Securities, subject to the same exceptions set forth under Sections 10.8(a) through (f), but replacing existing references in such Noteholder solely as a consequence of clauses to Brazil with references to such consolidationother country; provided, mergerhowever, conveyancethat notwithstanding anything to the contrary in this paragraph, transfer the Successor Company shall be entitled to make any deduction or lease withholding, and shall not be required to pay any additional amounts with respect to any such deduction or withholding, imposed on or in respect of any Security pursuant to Section 1471 through Section 1474 of the payment of principal ofCode (“FATCA”), any treaty, law, regulation or other official guidance enacted by any jurisdiction in which the Successor Company is organized or in which payments on the Securities are made (each such jurisdiction, a “Successor Company Taxing Jurisdiction”), implementing FATCA, or interest onany agreement between the Successor Company or a paying agent and the United States, a Successor Company Taxing Jurisdiction or any authority of any of the Notes pursuant to this Guaranty;foregoing implementing FATCA. (Cc) immediately after giving effect to such transaction, no Event of Default, and no Default has shall have occurred and is continuingbe continuing with respect to the Securities of any series; and (Dd) the Guarantor has Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, salemerger or transfer and such supplemental indenture, transfer or other conveyance or disposition and the amendment to this Guaranty if any, comply with this Indenture. The Trustee shall be entitled to conclusively rely on and shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the terms satisfaction of this Guaranty and that all the conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or intothis Section 8.01, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect which event it shall be conclusive and binding on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the GuarantorHolders.

Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off lease or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless: (A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty; (B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the 2022 Notes pursuant to this Guaranty; (C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with. (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off lease or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.