Common use of Conditions to Consolidation or Merger, Etc Clause in Contracts

Conditions to Consolidation or Merger, Etc. The Issuer covenants and agrees that it will not consolidate with or merge into any other corporation, or sell all or substantially all of its assets, unless, and the Issuer covenants and agrees that any such consolidation, merger or sale shall be upon the condition that, the due and punctual payment of the principal of, and premium, if any, and interest, if any, on, all the Securities of each series according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Indenture to be performed or observed by the Issuer, shall, by a supplemental indenture hereto pursuant to Section 10.1(b), be expressly assumed by the successor corporation, if other than the Issuer, formed by or surviving any such consolidation or merger or to which such sale, transfer or lease shall have been made, as fully and effectually as if such successor corporation had been an original party to this Indenture. Every such successor corporation, if other than the Issuer, upon executing such supplemental indenture, in form satisfactory to the Trustee, shall succeed to and be substituted for the Issuer with the same effect as if it had been an original party hereto, and shall possess and from time to time may exercise each and every power of the Issuer under this Indenture, and, in the case of any such sale or transfer, the person named as the "Issuer" in the first paragraph of this Indenture or any successor corporation which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability hereunder and as obligor on all the Securities. Such successor corporation thereupon may execute and deliver Securities under this Indenture, either in the name of the Issuer (unless the Issuer shall have been released from its liability hereunder and as obligor on the Securities as provided in the next preceding sentence) or of such successor corporation, and any act or proceeding required by this Indenture to be done or performed by any board or officer of the Issuer may be done or performed with like force and effect by the comparable board or officer of such successor corporation. Such change in phraseology and form (but not in substance) may be made in the Securities as may be appropriate in view of such consolidation, merger, sale, transfer or lease. All the Securities when issued by such successor corporation shall in all respects have the same legal priority as the Securities theretofore or thereafter authenticated, issued and delivered in accordance with the terms of this Indenture.

Conditions to Consolidation or Merger, Etc. (A) The Issuer covenants and agrees that it will Company shall not consolidate with or merge into any other corporationPerson or sell, transfer or sell lease all or substantially all of its assetsproperties and assets to another Person unless (i) in the case of a merger, unlessthe Company shall be the continuing Person, or (ii) in case the Company shall consolidate with or merge into another Person (and the Issuer covenants Company shall not be the continuing Person) or sell, transfer or lease all or substantially all of its properties and agrees that any assets to another Person, the Person formed by such consolidationconsolidation or into which the Company is merged or the Person which acquires by sale or transfer, merger or sale which leases, all or substantially all of the properties and assets of the Company shall be upon assume, by an indenture supplemental hereto executed and delivered to the condition thatTrustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interest, if any, on, all interest on the Securities of each series according to their tenorSecurities, and the due and punctual performance and observance of all the terms, covenants and conditions of this Indenture to be performed or observed by the Issuer, shall, by a supplemental indenture hereto pursuant to Section 10.1(b), be expressly assumed by the successor corporation, if Company’s other than the Issuer, formed by or surviving any such consolidation or merger or to which such sale, transfer or lease shall have been made, as fully and effectually as if such successor corporation had been an original party to obligations under this Indenture. . (B) Every such successor corporation, if other than the IssuerPerson, upon executing such indenture supplemental indenturehereto, in form reasonably satisfactory to the Trustee, shall succeed to and (and, except in the case of a lease, be substituted for for) the Issuer Company, as the case may be, with the same effect as if it had been an original party heretohereto (which succession shall, except in the case of a lease, relieve the Company of all liabilities hereunder), and such successor Person shall possess and from time to time may exercise each and every power hereunder of the Issuer under this Indenture, and, in the case of any such sale or transfer, the person named as the "Issuer" in the first paragraph of this Indenture or any successor corporation which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability hereunder Company and as obligor on all the Securities. Such successor corporation thereupon may execute and deliver Securities under this Indenturehereunder, either in the name of the Issuer (unless the Issuer shall have been released from its liability hereunder and as obligor on the Securities as provided in the next preceding sentence) Company or of such successor corporationPerson, and any act or proceeding required by this Indenture to be done or performed by any board or officer of the Issuer Company may be done or performed with like force and effect by the comparable like board or officer of such successor corporation. Such change in phraseology and form (but not in substance) may be made in the Securities as may be appropriate in view of such consolidation, merger, sale, transfer or lease. All the Securities when issued by such successor corporation shall in all respects have the same legal priority as the Securities theretofore or thereafter authenticated, issued and delivered in accordance with the terms of this IndenturePerson.

Conditions to Consolidation or Merger, Etc. (A) The Issuer covenants and agrees that it will Company shall not consolidate with or merge into any other corporationPerson or sell, transfer or sell lease all or substantially all of its assetsproperties and assets to another Person unless (i) in the case of a merger, unlessthe Company shall be the continuing Person, or (ii) in case the Company shall consolidate with or merge into another Person (and the Issuer covenants Company shall not be the continuing Person) or sell, transfer or lease all or substantially all of its properties and agrees that any assets to another Person, the Person formed by such consolidationconsolidation or into which the Company is merged or the Person which acquires by sale or transfer, merger or sale which leases, all or substantially all of the properties and assets of the Company shall be upon assume, by an indenture supplemental hereto executed and delivered to the condition thatTrustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interest, if any, on, all interest on the Securities of each series according to their tenorSecurities, and the due and punctual performance and observance of all the terms, covenants and conditions of this Indenture to be performed or observed by the Issuer, shall, by a supplemental indenture hereto pursuant to Section 10.1(b), be expressly assumed by the successor corporation, if Company’s other than the Issuer, formed by or surviving any such consolidation or merger or to which such sale, transfer or lease shall have been made, as fully and effectually as if such successor corporation had been an original party to obligations under this Indenture. ; (B) Every such successor corporation, if other than the IssuerPerson, upon executing such indenture supplemental indenturehereto, in form reasonably satisfactory to the Trustee, shall succeed to and (and, except in the case of a lease, be substituted for for) the Issuer Company, as the case may be, with the same effect as if it had been an original party heretohereto (which succession shall, except in the case of a lease, relieve the Company of all liabilities hereunder), and such successor Person shall possess and from time to time may exercise each and every power hereunder of the Issuer under this Indenture, and, in the case of any such sale or transfer, the person named as the "Issuer" in the first paragraph of this Indenture or any successor corporation which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability hereunder Company and as obligor on all the Securities. Such successor corporation thereupon may execute and deliver Securities under this Indenturehereunder, either in the name of the Issuer (unless the Issuer shall have been released from its liability hereunder and as obligor on the Securities as provided in the next preceding sentence) Company or of such successor corporationPerson, and any act or proceeding required by this Indenture to be done or performed by any board or officer of the Issuer Company may be done or performed with like force and effect by the comparable like board or officer of such successor corporation. Such change in phraseology and form (but not in substance) may be made in the Securities as may be appropriate in view of such consolidation, merger, sale, transfer or lease. All the Securities when issued by such successor corporation shall in all respects have the same legal priority as the Securities theretofore or thereafter authenticated, issued and delivered in accordance with the terms of this IndenturePerson.

Conditions to Consolidation or Merger, Etc. The Issuer Company covenants and agrees that it will not consolidate with or merge into any other corporation, or sell all sell, transfer or lease its properties as an entirety or substantially all of its assets, as an entirety to any person unless, and the Issuer Company covenants and agrees that any such consolidation, merger merger, sale, transfer or sale lease shall be upon the condition thatconditions that (i) the successor corporation formed by or surviving any such consolidation or merger or the person to which such sale, transfer or lease shall have been made (the "Successor") shall be a corporation organized and existing under the laws of the United States of America or a state thereof, (ii) the due and punctual payment of the principal of, of and premium, if any, and interest, if any, on, all interest on the Securities of each series according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Indenture Indenture, the Securities and all indentures supplemental hereto to be performed or observed by the Issuer, Company shall, by a an indenture supplemental indenture hereto pursuant hereto, executed and delivered to Section 10.1(b)the Trustee, be expressly assumed by the successor corporation, if other than the Issuer, formed by or surviving any such consolidation or merger or to which such sale, transfer or lease shall have been madeSuccessor, as fully and effectually as if such successor corporation Successor had been an original party to this Indenturehereto, and (iii) immediately after such merger, consolidation, sale, transfer or lease, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing. Every such successor corporationThe Successor, if other than a Successor by reason of a lease of the IssuerCompany's properties, upon executing such indenture supplemental indenturehereto, in form satisfactory to the Trustee, shall succeed to and be substituted for the Issuer Company with the same effect as if it had been an original party hereto, thus relieving the Company of all liabilities hereunder and under the Securities, and the Successor shall possess and from time to time may exercise each and every power hereunder of the Issuer under this IndentureCompany, and, in the case of any such sale or transfer, the person named as the "Issuer" in the first paragraph of this Indenture or any successor corporation which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability hereunder and as obligor on all the Securities. Such successor corporation thereupon may execute and deliver Securities under this Indenturehereunder, either in the name of the Issuer (unless Company or the Issuer shall have been released from its liability hereunder and as obligor on the Securities as provided in the next preceding sentence) or of such successor corporationSuccessor, and any act or proceeding required by this Indenture to be done or performed by any board or officer of the Issuer Company may be done or performed with like force and effect by the comparable like board or officer of the Successor. The foregoing to the contrary notwithstanding, the Company may sell, transfer or lease Qualifying Generation Facilities to any Affiliate of the Company and such successor corporation. Such change in phraseology and form (but sale, transfer or lease shall not be subject to the foregoing requirements of this Section 11.02, provided that the assets subject to such sales, transfers or leases occurring after the date of this Indenture shall not in substance) may be made in the Securities as may be appropriate in view aggregate represent assets with a depreciated value on the books of the Company, calculated with respect to such consolidation, merger, assets at the time of each such sale, transfer or lease. All , in excess of 65% of the Securities when issued by such successor corporation shall depreciated value on the books of the Company of its total assets as set forth in all respects have the same legal priority as the Securities theretofore or thereafter authenticatedits balance sheet at September 30, issued and delivered in accordance with the terms of this Indenture2000.

Conditions to Consolidation or Merger, Etc. (A) The Issuer covenants and agrees that it will Company shall not consolidate with or merge into any other corporationPerson or sell, transfer or sell lease all or substantially all of its assetsproperties and assets to another Person unless (i) in the case of a merger, unlessthe Company shall be the continuing Person, or (ii) in case the Company shall consolidate with or merge into another Person (and the Issuer covenants Company shall not be the continuing Person) or sell, transfer or lease all or substantially all of its properties and agrees that any assets to another Person, the Person formed by such consolidationconsolidation or into which the Company is merged or the Person which acquires by sale or transfer, merger or sale which leases, all or substantially all of the properties and assets of the Company shall be upon assume, by an indenture supplemental hereto executed and delivered to the condition thatTrustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interest, if any, interest on, all the Securities of each series according to their tenor, and the due and punctual performance and observance of all Company’s other obligations under this indenture in respect of, the terms, covenants and conditions of this Indenture to be performed Securities. (B) The Guarantor shall not consolidate with or observed by the Issuer, shall, by a supplemental indenture hereto pursuant to Section 10.1(b), be expressly assumed by the successor corporation, if merge into any other than the Issuer, formed by Person or surviving any such consolidation or merger or to which such salesell, transfer or lease all or substantially all of its properties and assets to another Person unless (i) in the case of a merger, the Guarantor shall have been madebe the continuing Person, as fully or (ii) in case the Guarantor shall consolidate with or merge into another Person (and effectually as if the Guarantor shall not be the continuing Person) or sell, transfer or lease all or substantially all of its properties and assets to another Person, the Person formed by such successor corporation had been consolidation or into which the Guarantor is merged or the Person which acquires by sale or transfer, or which leases, all or substantially all of the properties and assets of the Guarantor shall assume, by an original party indenture supplemental hereto executed and delivered to the Trustee, the Guarantor’s obligations in respect in respect of its guarantees under this Indenture. indenture; (C) Every such successor corporation, if other than the IssuerPerson, upon executing such indenture supplemental indenturehereto, in form reasonably satisfactory to the Trustee, shall succeed to and (and, except in the case of a lease, be substituted for for) the Issuer Company or the Guarantor, as the case may be, with the same effect as if it had been an original party heretohereto (which succession shall, except in the case of a lease, relieve the Company or the Guarantor, as the case may be, of all liabilities hereunder), and such successor Person shall possess and from time to time may exercise each and every power hereunder of the Issuer under this IndentureCompany or the Guarantor, and, in as the case of any such sale or transfermay be, the person named as the "Issuer" in the first paragraph of this Indenture or any successor corporation which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability hereunder and as obligor on all the Securities. Such successor corporation thereupon may execute and deliver Securities under this Indentureor Parent Guarantees, as the case may be, hereunder, either in the name of the Issuer (unless Company or the Issuer shall have been released from its liability hereunder and Guarantor, as obligor on the Securities as provided in the next preceding sentence) case may be, or of such successor corporationPerson, and any act or proceeding required by this Indenture to be done or performed by any board or officer of the Issuer Company or the Guarantor, as the case may be, may be done or performed with like force and effect by the comparable like board or officer of such successor corporation. Such change in phraseology and form (but not in substance) may be made in the Securities as may be appropriate in view of such consolidation, merger, sale, transfer or lease. All the Securities when issued by such successor corporation shall in all respects have the same legal priority as the Securities theretofore or thereafter authenticated, issued and delivered in accordance with the terms of this IndenturePerson.

Conditions to Consolidation or Merger, Etc. (a) The Issuer Borrower covenants and agrees that it will not consolidate with or merge into any other corporation, or sell all sell, transfer or lease its properties as an entirety or substantially all of its assetsas an entirety, unless, and the Issuer Borrower covenants and agrees that any such consolidation, merger merger, sale, transfer or sale lease shall be upon the condition conditions that, , (1) the due and punctual payment of the principal of, of and premium, if any, and interest, if any, on, interest on all the Securities of each series Second Mortgage Bonds according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Indenture Agreement to be performed or observed by the IssuerBorrower, shall, by a supplemental indenture hereto pursuant to Section 10.1(b)an instrument in writing, be expressly assumed by the successor corporation, if other than the IssuerBorrower, formed by or surviving any such consolidation or merger or to which such sale, transfer or lease shall have been made, as fully and effectually as if such successor corporation had been an original party to this IndentureAgreement, and (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Every such successor corporation, if other than the IssuerBorrower, upon executing such supplemental indentureinstrument, in form reasonably satisfactory to the Authority and the Trustee, shall succeed to and be substituted for the Issuer Borrower with the same effect as if it had been an original party hereto, and shall possess and from time to time may exercise each and every power of the Issuer Borrower under this IndentureAgreement, and, in the case of any such sale or transfer, the person named as the "IssuerBorrower" in the first paragraph of this Indenture Agreement or any successor corporation which shall theretofore have become such in the manner prescribed in this Article Section 6.3 shall be released from its liability hereunder and as obligor on all the Securities. Such successor corporation thereupon may execute and deliver Securities under this Indenture, either in the name of the Issuer (unless the Issuer shall have been released from its liability hereunder and as obligor on the Securities as provided in the next preceding sentence) or of such successor corporation, and any Second Mortgage Bonds. Any act or proceeding required by this Indenture Loan Agreement to be done or performed by any board or officer of the Issuer Borrower may be done or performed with like force and effect by the comparable board or officer of such successor corporation. Such change in phraseology . (b) The Borrower covenants and form (but not in substance) may be made in the Securities as may be appropriate in view of such consolidationagrees that if it shall consolidate with or merge into any other corporation, merger, saleor if it shall sell, transfer or lease. All lease its properties as an entirety or substantially as an entirety, the Securities when issued Borrower will promptly furnish to the Authority: (1) A Certificate of an Authorized Borrower Representative stating that the covenants of the Borrower contained in Section 6.3(a) have been complied with; (2) An executed counterpart of any instrument or instruments executed by the Borrower and any successor in the performance of such covenants; and (3) An opinion of counsel reasonably satisfactory to the Authority stating that in the opinion of such counsel any instrument or instruments executed by the Borrower and its successor corporation shall in all respects have the same legal priority as the Securities theretofore or thereafter authenticated, issued and delivered in accordance performance of such covenants comply with the terms requirements of this Indenturesuch covenants.

Conditions to Consolidation or Merger, Etc. The Issuer Company covenants and agrees that it will not consolidate with or merge into any other corporation, or sell all sell, transfer or lease its properties as an entirety or substantially all of its assets, as an entirety to any person unless, and the Issuer Company covenants and agrees that any such consolidation, merger merger, sale, transfer or sale lease shall be upon the condition thatconditions that (i) the successor corporation formed by or surviving any such consolidation or merger or the person to which such sale, transfer or lease shall have been made (“the Successor") shall be a corporation organized and existing under the laws of the United States of America or a state thereof, (ii) the due and punctual payment of the principal of, of and premium, if any, and interest, if any, on, all interest on the Securities of each series Securities 2.15.1 according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Indenture Indenture, the Securities and all indentures supplemental hereto to be performed or observed by the Issuer, Company shall, by a an indenture supplemental indenture hereto pursuant hereto, executed and delivered to Section 10.1(b)the Trustee, be expressly assumed by the successor corporation, if other than the Issuer, formed by or surviving any such consolidation or merger or to which such sale, transfer or lease shall have been madeSuccessor, as fully and effectually as if such successor corporation Successor had been an original party to this Indenturehereto, and (iii) immediately after such merger, consolidation, sale, transfer or lease, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing. Every such successor corporation, if other than the IssuerThe Successor, upon executing such indenture supplemental indenturehereto, in form satisfactory to the Trustee, shall succeed to and be substituted for the Issuer Company with the same effect as if it had been an original party hereto, thus relieving the Company of all liabilities hereunder and under the Securities, and the Successor shall possess and from time to time may exercise each and every power hereunder of the Issuer under this IndentureCompany, and, in the case of any such sale or transfer, the person named as the "Issuer" in the first paragraph of this Indenture or any successor corporation which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability hereunder and as obligor on all the Securities. Such successor corporation thereupon may execute and deliver Securities under this Indenturehereunder, either in the name of the Issuer (unless Company or the Issuer shall have been released from its liability hereunder and as obligor on the Securities as provided in the next preceding sentence) or of such successor corporationSuccessor, and any act or proceeding required by this Indenture to be done or performed by any board or officer of the Issuer Company may be done or performed with like force and effect by the comparable like board or officer of such successor corporation. Such change in phraseology and form (but not in substance) may be made in the Securities as may be appropriate in view of such consolidation, merger, sale, transfer or lease. All the Securities when issued by such successor corporation shall in all respects have the same legal priority as the Securities theretofore or thereafter authenticated, issued and delivered in accordance with the terms of this IndentureSuccessor.

Conditions to Consolidation or Merger, Etc. (A) The Issuer covenants and agrees that it will Company shall not consolidate with or merge into any other corporationPerson or sell, transfer or lease its properties and assets as an entirety or substantially as an entirety to another Person unless, in case the Company shall consolidate with or merge into another Person or sell, transfer or lease its properties and assets substantially as an entirety to another Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale or transfer, or sell all or which leases, the properties and assets of the Company substantially all of its assetsas an entirety shall assume, unless, by an indenture supplemental hereto executed and delivered to the Issuer covenants and agrees that any such consolidation, merger or sale shall be upon the condition thatTrustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interest, if any, interest on, all the Securities of each series according to their tenor, and the due and punctual performance and observance of all Company’s other obligations under this indenture in respect of, the terms, covenants and conditions of this Indenture to be performed Securities. (B) The Guarantor shall not consolidate with or observed by the Issuer, shall, by a supplemental indenture hereto pursuant to Section 10.1(b), be expressly assumed by the successor corporation, if merge into any other than the Issuer, formed by Person or surviving any such consolidation or merger or to which such salesell, transfer or lease its properties and assets as an entirety or substantially as an entirety to another Person unless, in case the Guarantor shall have been madeconsolidate with or merge into another Person or sell, transfer or lease its properties and assets substantially as fully an entirety to another Person, the Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires by sale or transfer, or which leases, the properties and effectually assets of the Guarantor substantially as if such successor corporation had been an original party entirety shall assume, by an indenture supplemental hereto executed and delivered to the Trustee, the Guarantor’s obligations in respect in respect of its guarantees under this Indenture. indenture; (C) Every such successor corporation, if other than the IssuerPerson, upon executing such indenture supplemental indenturehereto, in form reasonably satisfactory to the Trustee, shall succeed to and (and, except in the case of a lease, be substituted for for) the Issuer Company or the Guarantor, as the case may be, with the same effect as if it had been an original party heretohereto (which succession shall, except in the case of a lease, relieve the Company or the Guarantor, as the case may be, of all liabilities hereunder), and such successor Person shall possess and from time to time may exercise each and every power hereunder of the Issuer under this IndentureCompany or the Guarantor, and, in as the case of any such sale or transfermay be, the person named as the "Issuer" in the first paragraph of this Indenture or any successor corporation which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability hereunder and as obligor on all the Securities. Such successor corporation thereupon may execute and deliver Securities under this Indentureor Parent Guarantees, as the case may be, hereunder, either in the name of the Issuer (unless Company or the Issuer shall have been released from its liability hereunder and Guarantor, as obligor on the Securities as provided in the next preceding sentence) case may be, or of such successor corporationPerson, and any act or proceeding required by this Indenture to be done or performed by any board or officer of the Issuer Company or the Guarantor, as the case may be, may be done or performed with like force and effect by the comparable like board or officer of such successor corporation. Such change in phraseology and form (but not in substance) may be made in the Securities as may be appropriate in view of such consolidation, merger, sale, transfer or lease. All the Securities when issued by such successor corporation shall in all respects have the same legal priority as the Securities theretofore or thereafter authenticated, issued and delivered in accordance with the terms of this IndenturePerson.

Conditions to Consolidation or Merger, Etc. The Issuer covenants and agrees that it will Company shall not consolidate with or merge into any other corporationcorporation or sell, transfer or lease its properties and assets as an entirety or substantially as an entirety unless, in case the Company shall consolidate with or merge into another corporation or sell, transfer or lease its properties and assets substantially as an entirety to any Person, the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by sale or transfer, or sell all or which leases, the properties and assets of the Company substantially all of its assets, unless, and the Issuer covenants and agrees that any such consolidation, merger or sale as an entirety shall be upon a corporation organized and existing under the condition thatlaws of the United States, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interest, if any, on, interest on all the Securities of each series according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions every covenant of this Indenture on the part of the Company to be performed or observed by the Issuer, shall, by a supplemental indenture hereto pursuant to Section 10.1(b), be expressly assumed by the successor corporation, if other than the Issuer, formed by or surviving any such consolidation or merger or to which such sale, transfer or lease shall have been made, as fully and effectually as if such successor corporation had been an original party to this Indentureobserved. Every such successor corporation, if other than the Issuer, upon executing such indenture supplemental indenturehereto, in form satisfactory to the Trustee, shall succeed to and be substituted for the Issuer Company with the same effect as if it had been an original party hereto, thus relieving the Company of all liabilities hereunder, and such successor corporation shall possess and from time to time may exercise each and every power hereunder of the Issuer under this IndentureCompany, and, in the case of any such sale or transfer, the person named as the "Issuer" in the first paragraph of this Indenture or any successor corporation which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability hereunder and as obligor on all the Securities. Such successor corporation thereupon may execute and deliver Securities under this Indenturehereunder, either in the name of the Issuer (unless the Issuer shall have been released from its liability hereunder and as obligor on the Securities as provided in the next preceding sentence) Company or of such successor corporation, and any act or proceeding required by this Indenture to be done or performed by any board or officer of the Issuer Company may be done or performed with like force and effect by the comparable like board or officer of such successor corporation. Such change in phraseology and form (but not in substance) may be made in the Securities as may be appropriate in view of such consolidation, merger, sale, transfer or lease. All the Securities when issued by such successor corporation shall in all respects have the same legal priority as the Securities theretofore or thereafter authenticated, issued and delivered in accordance with the terms of this Indenture.

Conditions to Consolidation or Merger, Etc. The Issuer Company covenants and agrees that it will not consolidate with or merge into any other corporation, or sell all sell, transfer or lease its properties as an entirety or substantially all of its assets, as an entirety to any person unless, and the Issuer Company covenants and agrees that any such consolidation, merger merger, sale, transfer or sale lease shall be upon the condition thatconditions that (i) the successor corporation formed by or surviving any such consolidation or merger or the person to which such sale, transfer or lease shall have been made ("the Successor") shall be a corporation organized and existing under the laws of the United States of America or a state thereof, (ii) the due and punctual payment of the principal of, of and premium, if any, and interest, if any, on, all interest on the Securities of each series according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Indenture Indenture, the Securities and all indentures supplemental hereto to be performed or observed by the Issuer, Company shall, by a an indenture supplemental indenture hereto pursuant hereto, executed and delivered to Section 10.1(b)the Trustee, be expressly assumed by the successor corporation, if other than the Issuer, formed by or surviving any such consolidation or merger or to which such sale, transfer or lease shall have been madeSuccessor, as fully and effectually as if such successor corporation Successor had been an original party to this Indenturehereto, and (iii) immediately after such merger, consolidation, sale, transfer or lease, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing. Every such successor corporationThe Successor, if other than a Successor by reason of a lease of the IssuerCompany's properties, upon executing such indenture supplemental indenturehereto, in form satisfactory to the Trustee, shall succeed to and be substituted for the Issuer Company with the same effect as if it had been an original party hereto, thus relieving the Company of all liabilities hereunder and under the Securities, and the Successor shall possess and from time to time may exercise each and every power hereunder of the Issuer under this IndentureCompany, and, in the case of any such sale or transfer, the person named as the "Issuer" in the first paragraph of this Indenture or any successor corporation which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability hereunder and as obligor on all the Securities. Such successor corporation thereupon may execute and deliver Securities under this Indenturehereunder, either in the name of the Issuer (unless Company or the Issuer shall have been released from its liability hereunder and as obligor on the Securities as provided in the next preceding sentence) or of such successor corporationSuccessor, and any act or proceeding required by this Indenture to be done or performed by any board or officer of the Issuer Company may be done or performed with like force and effect by the comparable like board or officer of such successor corporation. Such change in phraseology and form (but not in substance) may be made in the Securities as may be appropriate in view of such consolidation, merger, sale, transfer or lease. All the Securities when issued by such successor corporation shall in all respects have the same legal priority as the Securities theretofore or thereafter authenticated, issued and delivered in accordance with the terms of this IndentureSuccessor.

Conditions to Consolidation or Merger, Etc. The Issuer Company covenants and agrees that it will not consolidate with or merge into any other corporationcorporation or permit any other corporation (other than a Consolidated Subsidiary) to merge into it, or sell all sell, transfer or lease its properties as an entirety or substantially all of its assets, as an entirety unless, and the Issuer Company covenants and agrees that any such consolidation, merger merger, sale, transfer or sale lease shall be upon the condition that, , (1) the due and punctual payment of the principal of, and premium, if any, and interest, if any, on, all on the Securities of each series according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Indenture and all indentures supplemental hereto to be performed or observed by the Issuer, Company shall, by a an indenture supplemental indenture hereto pursuant hereto, executed and delivered to Section 10.1(b)the Trustee, be expressly assumed by the successor corporation, if other than the IssuerCompany, formed by or surviving any such consolidation or merger or to which such sale, transfer or lease shall have been made, as fully and effectually as if such successor corporation had been an original party hereto, and (2) if, as a result of such consolidation, merger, sale, transfer or lease, any of the properties of the Company would become subject to this Indentureany mortgage, lien or pledge other than any to which such properties were theretofore subject, all the Securities shall be secured (equally and ratably with any other indebtedness of the Company then entitled thereto by its terms) either (A) at the time of the consummation of such consolidation, merger, sale, transfer or lease, directly by such mortgage, lien or pledge or (B) prior to the consummation of such consolidation, merger, sale, transfer or lease, by a mortgage of or a lien on, or pledge (in form satisfactory to the Trustee and subject only to mortgage, liens and pledges permitted by Section 5.04 hereof) of the properties of the Company which would become subject to such other mortgage, lien or pledge. Every such successor corporation, if other than the Issuer, upon executing such indenture supplemental indenturehereto, in form satisfactory to the Trustee, shall succeed to and be substituted for the Issuer Company with the same effect as if it had been an original party hereto, thus relieving the Company of all liabilities hereunder, and such successor corporation shall possess and from time to time may exercise each and every power hereunder of the Issuer under this IndentureCompany, and, in the case of any such sale or transfer, the person named as the "Issuer" in the first paragraph of this Indenture or any successor corporation which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability hereunder and as obligor on all the Securities. Such successor corporation thereupon may execute and deliver Securities under this Indenturehereunder, either in the name of the Issuer (unless the Issuer shall have been released from its liability hereunder and as obligor on the Securities as provided in the next preceding sentence) Company or of such successor corporation, and any act or proceeding required by this Indenture to be done or performed by any board or officer of the Issuer Company may be done or performed with like force and effect by the comparable like board or officer of such successor corporation. Such change in phraseology and form (but not in substance) may be made in the Securities as may be appropriate in view of such consolidation, merger, sale, transfer or lease. All the Securities when issued by such successor corporation shall in all respects have the same legal priority as the Securities theretofore or thereafter authenticated, issued and delivered in accordance with the terms of this Indenture.

Conditions to Consolidation or Merger, Etc. (A) The Issuer covenants and agrees that it will Company shall not consolidate with or merge into any other corporationPerson or sell, transfer or sell lease all or substantially all of its assetsproperties and assets to another Person unless (i) in the case of a merger, unlessthe Company shall be the continuing Person, or (ii) in case the Company shall consolidate with or merge into another Person (and the Issuer covenants Company shall not be the continuing Person) or sell, transfer or lease all or substantially all of its properties and agrees that any assets to another Person, the Person formed by such consolidationconsolidation or into which the Company is merged or the Person which acquires by sale or transfer, merger or sale which leases, all or substantially all of the properties and assets of the Company shall be upon assume, by an indenture supplemental hereto executed and delivered to the condition thatTrustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interest, if any, on, all interest on the Securities of each series according to their tenorSecurities, and the due and punctual performance and observance of all the terms, covenants and conditions of this Indenture to be performed or observed by the Issuer, shall, by a supplemental indenture hereto pursuant to Section 10.1(b), be expressly assumed by the successor corporation, if Company’s other than the Issuer, formed by or surviving any such consolidation or merger or to which such sale, transfer or lease shall have been made, as fully and effectually as if such successor corporation had been an original party to obligations under this Indenture. ; (B) Every such successor corporation, if other than the IssuerPerson, upon executing such indenture supplemental indenturehereto, in form reasonably satisfactory to the Trustee, shall succeed to and (and, except in the case of a lease, be substituted for for) the Issuer Company, as the case may be, with the same effect as if it had been an original party heretohereto (which succession shall, except in the case of a lease, relieve the Company of all liabilities hereunder), and such successor Person shall possess and from time to time may exercise each and every power hereunder of the Issuer under this Indenture, and, in the case of any such sale or transfer, the person named as the "Issuer" in the first paragraph of this Indenture or any successor corporation which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability hereunder Company and as obligor on all the Securities. Such successor corporation thereupon may execute and deliver Securities under this Indenturehereunder, either in the name of the Issuer (unless the Issuer shall have been released from its liability hereunder and as obligor on the Securities as provided in the next preceding sentence) Company or of such successor corporationPerson, and any act or proceeding required by this Indenture to be done or performed by any board or officer of the Issuer ACTIVE 255643008v.4 Company may be done or performed with like force and effect by the comparable like board or officer of such successor corporation. Such change in phraseology and form (but not in substance) may be made in the Securities as may be appropriate in view of such consolidation, merger, sale, transfer or lease. All the Securities when issued by such successor corporation shall in all respects have the same legal priority as the Securities theretofore or thereafter authenticated, issued and delivered in accordance with the terms of this IndenturePerson.

Conditions to Consolidation or Merger, Etc. The Issuer Company covenants and agrees that it will not consolidate with or merge into any other corporation, or sell all sell, transfer or lease its properties as an entirety or substantially all of its assets, as an entirety to any person unless, and the Issuer Company covenants and agrees that any such consolidation, merger merger, sale, transfer or sale lease shall be upon the condition thatconditions that (i) the successor corporation formed by or surviving any such consolidation or merger or the person to which such sale, transfer or lease shall have been made (the "Successor") shall be a corporation organized and existing under the laws of the United States of America or a state thereof, (ii) the due and punctual payment of the principal of, of and premium, if any, and interest, if any, on, all interest on the Securities of each series according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Indenture Indenture, the Securities and all indentures supplemental hereto to be performed or observed by the Issuer, Company shall, by a an indenture supplemental indenture hereto pursuant hereto, executed and delivered to Section 10.1(b)the Trustee, be expressly assumed by the successor corporation, if other than the Issuer, formed by or surviving any such consolidation or merger or to which such sale, transfer or lease shall have been madeSuccessor, as fully and effectually as if such successor corporation Successor had been an original party to this Indenturehereto, and (iii) immediately after such merger, consolidation, sale, transfer or lease, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing. Every such successor corporationThe Successor, if other than a Successor by reason of a lease of the IssuerCompany's properties, upon executing such indenture supplemental indenturehereto, in form satisfactory to the Trustee, shall succeed to and be substituted for the Issuer Company with the same effect as if it had been an original party hereto, thus relieving the Company of all liabilities hereunder and under the Securities, and the Successor shall possess and from time to time may exercise each and every power hereunder of the Issuer under this IndentureCompany, and, in the case of any such sale or transfer, the person named as the "Issuer" in the first paragraph of this Indenture or any successor corporation which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability hereunder and as obligor on all the Securities. Such successor corporation thereupon may execute and deliver Securities under this Indenturehereunder, either in the name of the Issuer (unless Company or the Issuer shall have been released from its liability hereunder and as obligor on the Securities as provided in the next preceding sentence) or of such successor corporationSuccessor, and any act or proceeding required by this Indenture to be done or performed by any board or officer of the Issuer Company may be done or performed with like force and effect by the comparable like board or officer of the Successor. The foregoing to the contrary notwithstanding, the Company may sell, transfer or lease Qualifying Generation Facilities to any Affiliate of the Company and such successor corporation. Such change in phraseology and form (but sale, transfer or lease shall not be subject to the foregoing requirements of this Section 11.02, provided that the assets subject to such sales, transfers or leases occurring after the date of this Indenture shall not in substance) may be made in the Securities as may be appropriate in view aggregate represent assets with a depreciated value on the books of the Company, calculated with respect to such consolidation, merger, assets at the time of each such sale, transfer or lease. All , in excess of 65% of the Securities when issued by such successor corporation shall depreciated value on the books of the Company of its total assets as set in all respects have the same legal priority as the Securities theretofore its most recent report filed on Form 10-K or thereafter authenticated, issued and delivered in accordance with the terms of this Indenture.10-Q.

Conditions to Consolidation or Merger, Etc. The Issuer covenants and agrees that it will not consolidate with or merge into any other corporation, or sell all or substantially all of its assets, unless, and the Issuer covenants and agrees that any such consolidation, merger or sale shall be upon the condition that, the due and punctual payment of the principal of, and premium, if any, and interest, if any, on, all the Securities of each series according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Indenture to be performed or observed by the Issuer, shall, by a supplemental indenture hereto pursuant to Section 10.1(b), be expressly assumed by the successor corporation, if other than the Issuer, formed by or surviving any such consolidation or merger or to which such sale, transfer or lease shall have been made, as fully and effectually as if such successor corporation had been an original party to this Indenture. Every such successor corporation, if other than the Issuer, upon executing such supplemental indenture, in form satisfactory to the Trustee, shall succeed to and be substituted for the Issuer with the same effect as if it had been an original party hereto, and shall possess and from time to time may exercise each and every power of the Issuer under this Indenture, and, in the case of any such sale or transfer, the person Person named as the "Issuer" in the first paragraph of this Indenture or any successor corporation which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability hereunder and as obligor on all the Securities. Such successor corporation thereupon may execute and deliver Securities under this Indenture, either in the name of the Issuer (unless the Issuer shall have been released from its liability hereunder and as obligor on the Securities as provided in the next preceding sentence) or of such successor corporation, and any act or proceeding required by this Indenture to be done or performed by any board or officer of the Issuer may be done or performed with like force and effect by the comparable board or officer of such successor corporation. Such change in phraseology and form (but not in substance) may be made in the Securities as may be appropriate in view of such consolidation, merger, sale, transfer or lease. All the Securities when issued by such successor corporation shall in all respects have the same legal priority as the Securities theretofore or thereafter authenticated, issued and delivered in accordance with the terms of this Indenture.