Common use of Merger, Consolidation, Etc Clause in Contracts

Merger, Consolidation, Etc. The Issuer will not, and will not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent as an entirety, as the case may be (the “Surviving Parent”), shall be a solvent corporation, business, trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Parent is not the Surviving Parent, such Surviving Parent shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by the Parent, (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer will not, and will not permit Neither the Parent nor the Issuer will, nor will they permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Parent, the Issuer or a Subsidiary Guarantor as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company company, or limited partnership organized and existing under the laws of the United States of America or any state thereof (including the District of ColumbiaColumbia (such successor, the “Successor”), (ii) and, if the Parent (other than in a transaction including the Issuer), the Issuer or such Subsidiary Guarantor (other than in a transaction involving the Parent, the Issuer or another Subsidiary Guarantor) as applicable, is not the Surviving Parentsuch Successor, (i) such Surviving Parent Successor shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed (in a transaction involving the Parent or observed by Issuer), the ParentAffiliate Guaranty (in a transaction involving a Guarantor), and the Notes (iiiin a transaction involving the Issuer) and (ii) such Surviving Parent Successor shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and; (b) the Issuer may consolidate Parent and each other Subsidiary Guarantor under any Affiliate Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Affiliate Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; provided that such documentation is not required in any transaction in which a Subsidiary Guarantor consolidates with or merge withmerges with any other Subsidiary Guarantor or conveys, transfers or convey, transfer or lease leases all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if to another Subsidiary Guarantor; and (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (vc) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing. No Without limiting the provisions of Section 9.7(b), no such conveyance, transfer or lease of all or substantially all of the assets of the Parent or Parent, the Issuer or such other Guarantor, as the case may be, shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company such other Guarantor, as the case may be, or any other Person successor corporation, limited liability company or limited partnership that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and Agreement or the NotesNotes or the Affiliate Guaranties, as applicablethe case may be.

Merger, Consolidation, Etc. The Issuer will notNo Obligor will, and the Obligors will not permit the Parent any Subsidiary (other than Unrestricted Entities) to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person, any other Person if unless: (i) so long as no Default or Event of Default would result therefrom, any Subsidiary of Obligors may be merged or consolidated with or into the successor Company or the Parent Guarantor, provided that (A) the Company or the Parent Guarantor shall be the continuing or surviving entity or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Company or the survivor of Parent Guarantor (such merger or the Person that acquires by conveyancePerson, transfer or lease all or substantially all of the assets of the Parent as an entirety, as the case may be (the “Surviving ParentSuccessor Subsidiary”), shall be (1)(a) in the case of a solvent corporationmerger, business, trust, limited partnership amalgamation or limited liability company consolidation by a Person organized and or existing under the laws of the United States of America or States, any state thereof (including or the District of Columbia), the Successor Subsidiary shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (iib) if in the case of a merger, amalgamation or consolidation by a Person organized or existing under the laws of Canada or any province thereof, the Successor Subsidiary shall be an entity organized or existing under the laws of Canada or any province thereof, and (c) in the case of a merger, amalgamation or consolidation by a Person not organized or existing under the laws of the United States, any state thereof, the District of Columbia, Canada or any province thereof, the Successor Subsidiary shall be an entity organized or existing under the laws of a Permitted Jurisdiction, (2) the Successor Subsidiary shall expressly assume all the obligations of the Company or the Parent is not the Surviving ParentGuarantor, such Surviving Parent shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of as applicable, under this Agreement and the Notes pursuant to be performed a supplement hereto or observed by the Parent, (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel thereto in form reasonably satisfactory to the Required Holdersholders, (3) each applicable Subsidiary Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement hereto confirmed that its Guarantee (including any guarantee thereunder) shall apply to the Successor Subsidiary’s obligations under this Agreement, and (4) if reasonably requested by the holders of the Notes, an opinion of counsel to the effect that such merger, amalgamation or consolidation does not violate this Agreement, and provided further that if the foregoing are satisfied, the Successor Subsidiary will succeed to, and be substituted for, the Company or the Parent Guarantor, as applicable, under this Agreement and the Notes and provided further that all agreements or instruments effecting such merger, amalgamation or consolidation are enforceable in accordance with their terms; and (ii) any Subsidiary of the Obligors or any other Person may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Obligors, provided that (A) in the case of any merger, amalgamation or consolidation involving one or more Subsidiaries (other than Unrestricted Entities), (1) a Subsidiary shall be the continuing or surviving entity or (2) the Obligors shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than an Unrestricted Entity) to become a Subsidiary Guarantor (if such Subsidiary meets the criteria thereof), (B) in the case of any merger, amalgamation or consolidation involving one or more Subsidiary Guarantors, a Subsidiary Guarantor shall be the continuing or surviving entity or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Subsidiary Guarantor) shall execute a supplement or joinder to this Agreement and a Guarantee (as required), in order to become a Subsidiary Guarantor to the extent required under Section 9.7(b), (C) no Default or Event of Default would result from the consummation of such merger, amalgamation or consolidation, and (D) if such merger, amalgamation or consolidation is with respect to any Subsidiary Guarantor, the Obligors shall have delivered to the Holders an opinion of counsel to the effect that all agreements or instruments effecting such assumption merger, amalgamation or consolidation are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicableGuarantee remains enforceable.

Merger, Consolidation, Etc. The Issuer will not, and Company will not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to any Person, provided that the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of all or substantially all of the assets of the Company in a single transaction or series of transactions to, any other Person if so long as: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving ParentSuccessor Corporation”), shall be a solvent corporation, business, trust, limited partnership or limited liability company Person organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), ; (iib) if the Parent Company is not the Surviving ParentSuccessor Corporation, (1) such Surviving Parent Person shall have executed and delivered to each holder of any the Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and the Mortgage Indenture (including the Supplemental Indenture), the First Mortgage Bond Documents to which it is a party and the First Mortgage Bonds (pursuant to such agreements or instruments as shall be performed or observed by reasonably satisfactory to the ParentRequired Holders), and (iii2) such Surviving Parent Person shall have caused to be delivered to each Purchaser and each holder of any the Notes an opinion of inside counsel to the Company, Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP or another nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereofhereof (subject to bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally, and general principles of equity (ivregardless of whether the application of such principles is considered in a proceeding in equity or at law) each and subject to such other customary qualifications and exceptions for legal opinions of the Subsidiary Guarantors shall have confirmed and ratified in writing this type or as may be reasonably satisfactory acceptable to the Required Holders its obligations under its Subsidiary Guaranty, and Holders); and (vc) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuingwould exist. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person Successor Corporation that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.6 from its liability under this AgreementAgreement or the Notes or the Mortgage Indenture (including the Supplemental Indenture), the First Mortgage Bond Documents to which it is a Note Guaranty and party or the Notes, as applicableFirst Mortgage Bonds.

Merger, Consolidation, Etc. The Issuer Trust and the Company will not, and will not permit the Parent any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Trust, the Company or such Subsidiary Guarantor as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership or limited liability company or partnership organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent Trust, the Company or such Subsidiary Guarantor is not the Surviving Parentsuch corporation, limited liability company or partnership (i) such Surviving Parent corporation, limited liability company or partnership shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement (in the case of a successor to the Trust or the Company), the Notes (in the case of a successor to the Company) or the related Subsidiary Guaranty (in the case of a successor to a Subsidiary Guarantor), as the case may be performed or observed by the Parent, and (iiiii) such Surviving Parent corporation, limited liability company or partnership shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; (ivb) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of the transactions occurs reaffirms its obligations under such Subsidiary Guarantors shall have confirmed and ratified Guaranty in writing at such time pursuant to documentation that is reasonably satisfactory acceptable to the Required Holders its obligations under its Subsidiary Guaranty, and Holders; and (vc) immediately before and immediately after giving effect to such transaction or each transaction in any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transactiontransactions, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent Company or the Issuer Trust shall have the effect of releasing the ParentCompany, the Issuer Trust or any Surviving Parent successor partnership, real estate investment trust, corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer will Company and the Tenant shall not, and will shall not permit the Parent any Restricted Subsidiary of Tenant to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person exceptother Person, except that: (a) the Parent Tenant may consolidate with or merge withwith or into any Person (other than the Company), or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Tenant as an entiretyentirety to any Person (other than the Company) provided that immediately after giving effect thereto, (i) the Tenant is the successor Person or, as if the case may be (Tenant is not the “Surviving Parent”)successor Person, shall be the successor Person is a solvent corporation, business, trust, limited partnership or limited liability company Person organized and existing under the laws of a state of the United States of America or any state thereof (including the District of ColumbiaColumbia and shall expressly assume in writing the Tenant's obligations under this Agreement and the Operative Agreements to which the Tenant is a party (pursuant to such agreements and instruments reasonably satisfactory to the Required Holders), (ii) if and the Parent is not successor Person shall furnish to the Surviving Parent, such Surviving Parent shall have executed and delivered to each holder of any Notes its assumption holders of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by the Parent, (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms form and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably substance satisfactory to the Required Holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the successor Person enforceable in accordance with its obligations under its Subsidiary Guarantyterms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; (vii) immediately before and after giving effect to any such transaction, there shall exist no Default or Event of Default shall have occurred and be continuingor Default; and (iii) immediately after giving effect to such transaction, the Tenant or such successor Person could incur at least $1.00 of additional Funded Indebtedness pursuant to Section 10.4(c). (b) the Issuer any Restricted Subsidiary of Tenant may (i) consolidate with or merge with, into the Tenant or any Restricted Subsidiary of Tenant or (ii) convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements Tenant or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any Restricted Subsidiary of Tenant, provided in each such transaction, instance there shall exist no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicableDefault.

Merger, Consolidation, Etc. The Issuer Trust and the Company will not, and will not permit the Parent any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Trust, the Company or such Subsidiary Guarantor as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership or limited liability company or partnership organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent Trust, the Company or such Subsidiary Guarantor is not the Surviving Parentsuch corporation, limited liability company or partnership (i) such Surviving Parent corporation, limited liability company or partnership shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to Agreement, the Notes or the related Subsidiary Guaranty, as the case may be performed or observed by the Parent, and (iiiii) such Surviving Parent corporation, limited liability company or partnership shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; (ivb) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of the transactions occurs reaffirms its obligations under such Subsidiary Guarantors shall have confirmed and ratified Guaranty in writing at such time pursuant to documentation that is reasonably satisfactory acceptable to the Required Holders its obligations under its Subsidiary Guaranty, and Holders; and (vc) immediately before and immediately after giving effect to such transaction or each transaction in any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transactiontransactions, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent Company or the Issuer Trust shall have the effect of releasing the ParentCompany, the Issuer Trust or any Surviving Parent successor partnership, real estate investment trust, corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent as an entiretyCompany or such Subsidiary Guarantor, as the case may be be, as an entirety (the “Surviving ParentSurvivor”), as the case may be, shall be a solvent corporation, business, trust, limited partnership or limited liability company or (in the case of a Subsidiary Guarantor) limited partnership organized and existing under the laws of the United States of America or States, any state thereof (including or the District of Columbia), (ii) and, if the Parent Company or such Subsidiary Guarantor is not the Surviving ParentSurvivor, such Surviving Parent the Survivor shall have executed expressly assumed in writing the due and delivered punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes according to each holder of any Notes its assumption of their tenor and the due and punctual performance and observance of each covenant and condition of this Agreement such Obligor under the applicable Financing Documents, pursuant to such agreements and instruments as shall be performed or observed by the Parent, (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and; (b) to the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) extent the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer Company is not the Surviving CompanySurvivor of such transaction, the Surviving Company each Subsidiary Guarantor shall have executed and delivered to each holder of any Notes its assumption reaffirmation of the due its obligations under its Guaranty Agreement in form and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel substance reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (vc) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer any Obligor shall have the effect of releasing the Parent, the Issuer such Obligor or any Surviving Parent or Surviving Company or any other Person Survivor that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicableapplicable Financing Documents.

Merger, Consolidation, Etc. The Issuer Company will not, not and will not permit the Parent toany of its Subsidiaries to consolidate, consolidate with amalgamate or merge with or into any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (aexcept that (x) the Parent any Subsidiary may consolidate consolidate, amalgamate or merge with or merge withinto, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, the Company or any Wholly-Owned Subsidiary and (y) any Subsidiary may transfer or lease all or substantially all of its assets if permitted pursuant to Sections 11.7(d) or (e)), provided that the foregoing restrictions do not apply to the consolidation, amalgamation or merger of the Company with or into, or the conveyance, transfer or lease of all or substantially all of the assets of the Company in a single transaction or series of transactions to, any other Person if so long as: (i) the successor formed by such consolidation or amalgamation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”"Successor Company"), shall be a solvent corporation, business, trust, limited partnership or limited liability company corporation organized and existing under the laws of the United States of America or any state State thereof (including including, without limitation, the District of Columbia), ; (ii) if the Parent Company is not the Surviving ParentSuccessor Company, such Surviving Parent Successor Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by Agreement, the Parent, (iii) such Surviving Parent Other Agreements and the Notes and shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption have been duly authorized, executed and delivered and are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (viii) immediately before and after giving effect to any such transaction, transaction no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicablewould exist.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Subsidiary to, consolidate with or merge with any other Person or convey, transfer transfer, sell or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person exceptexcept that: (a) the Parent Company may consolidate with or merge with, with any other Person or convey, transfer transfer, sell or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person, any other Person if provided that: (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer transfer, sale or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be is a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch corporation or limited liability company, such Surviving Parent corporation or limited liability company (y) shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiz) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vii) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer transfer, sale or lease all or substantially all of the assets of the Issuer Company as an entirety, as the case may be (the “Surviving Company”)be, shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws could incur $1.00 of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, additional Indebtedness; and (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred exist; and (b) Any Subsidiary may (x) merge into the Company (provided that the Company is the surviving corporation) or another Wholly Owned Subsidiary or (y) sell, transfer or lease all or any part of its assets to the Company or another Wholly Owned Subsidiary, or (z) merge or consolidate with, or sell, transfer or lease all or substantially all of its assets to, any Person in a transaction that is permitted by Section 10.6 or, as a result of which, such Person becomes a Subsidiary; provided in each instance set forth in clauses (x) through (z) that, immediately before and be continuing. after giving effect thereto, there shall exist no Default or Event of Default; No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person successor corporation or limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.5 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer will Company shall not, and will shall not permit the Parent its Subsidiaries to, consolidate with or merge with any other Person or Dispose of its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to convey, transfer or lease (its properties and assets substantially as lessor) all or substantially all of its assets in a single transaction or series of transactions an entirety to any Person exceptthe Company, unless: (a) in the Parent may event that the Company shall consolidate with or merge with, into another Person or convey, transfer or lease all or substantially all Dispose of its properties and assets in a single transaction or series of related transactions tosubstantially as an entirety to any Person, any other the Person if (i) the successor formed by such consolidation or into which the survivor of such merger Company is merged or the Person that which acquires by conveyance, transfer or lease all or substantially all of the properties and assets of the Parent as an entirety, as the case may be (the “Surviving Parent”), Company in such Disposition shall be a solvent corporation, businesslimited liability company, trust, limited partnership or limited liability company trust organized and validly existing under the laws of the United States of America America, any State thereof or any state thereof (including the District of Columbia), ; (iib) if in the Parent event that the Company shall consolidate or merge with another Person and the entity surviving such transaction or transferee entity is not the Surviving Parent, such Surviving Parent shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by the Parent, (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counselCompany, or other independent counsel Dispose of its properties and assets substantially as an entirety to any Person, , then such surviving or transferee entity shall expressly assume, by delivery of a written instrument in form reasonably satisfactory to the Required HoldersHolder, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed Company's rights and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and this Note; (vc) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuingcontinuing and there shall not have occurred as a result thereof a significant deterioration of the creditworthiness of the resulting obligor in respect of this Note from that of the Company prior to giving effect thereto in the reasonable and good faith determination of the Holder; and (bd) the Issuer may consolidate with or merge withCompany shall have delivered to the Holder a certificate of an Authorized Officer stating that such consolidation, or conveymerger, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toDisposition, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all indenture, complies with this Section 6.5 (except to the extent relating to the determination of the assets of the Issuer as an entirety, as the case may be Holder referred to in clause (the “Surviving Company”c) above), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer Constituent Companies will not, and will not permit the Parent any Subsidiary to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person exceptPerson; provided that: (a) any Subsidiary (other than the Issuer) may convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions (1) to a Constituent Company, (2) to another Subsidiary so long as if the transferor in such conveyance, transfer or lease is a Subsidiary Guarantor, the transferee shall be, or shall have become in accordance with Section 9.8(a), a Subsidiary Guarantor, or (3) in compliance with the provisions of Section 10.7; (b) any Subsidiary (other than the Issuer) may consolidate or merge with any Person so long as: (1) if such Subsidiary is a Subsidiary Guarantor, then (i) such Subsidiary Guarantor or another Subsidiary Guarantor or a Constituent Company is the successor entity, so long as in any merger or consolidation involving a Constituent Company, such Constituent Company shall be the surviving or continuing entity, or (ii) if such Subsidiary Guarantor or another Subsidiary Guarantor or a Constituent Company is not the successor entity (A) such successor entity shall have become a Subsidiary Guarantor in accordance with Section 9.8(a) and (B) the Parent Guarantor and each other Subsidiary Guarantor shall have reaffirmed in writing its obligations hereunder or under the Subsidiary Guaranty Agreement, as the case may be; and (2) such Subsidiary is not a Subsidiary Guarantor; and (3) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions, no Default or Event of Default shall have occurred and be continuing; and (c) either Constituent Company may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if so long as: (i1) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent a Constituent Company as an entirety, as the case may be (the “Surviving ParentSuccessor Entity”), shall be a solvent corporation, business, trust, limited partnership or limited liability company entity organized and existing under the laws of the United States of America America, any State thereof or any state thereof (including the District of Columbia), ; (ii2) if the Parent Successor Entity is not the Surviving Parentsame Constituent Company, (i) such Surviving Parent Successor Entity shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and, in the case of the Issuer, the Notes (pursuant to such agreements and instruments as shall be performed or observed by reasonably satisfactory to the ParentRequired Holders), (iiiii) such Surviving Parent the Successor Entity shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory acceptable to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, hereof and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (biii) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single Parent Guarantor (unless it is the party subject to such transaction or series of related transactions to, any other Person if (itransactions) and each Subsidiary Guarantor shall have reaffirmed in writing its obligations hereunder and under the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entiretySubsidiary Guaranty Agreement, as the case may be be; and (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v3) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent a Constituent Company or the Issuer a Subsidiary Guarantor shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving such Constituent Company or any other Person Successor Entity that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 or, unless it is released in accordance with the provisions of Section 9.8(b), any Subsidiary Guarantor from its liability hereunder, under this the Notes or under the Subsidiary Guaranty Agreement, a Note Guaranty and the Notes, as applicable.

Merger, Consolidation, Etc. (a) The Issuer Company will not, not and will not permit the Parent toany of its Restricted Subsidiaries to consolidate, consolidate with amalgamate or merge with or into any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (aexcept that (x) the Parent any Restricted Subsidiary may consolidate or merge with or merge withinto, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transaction to, the Company or any Wholly-Owned Restricted Subsidiary and (y) any Restricted Subsidiary may convey, transfer or lease all or substantially all of its assets if permitted pursuant to Section 11.9(a)(iv) or (v)), provided that the foregoing restrictions do not apply to the consolidation or merger of the Company with or into, or the conveyance, transfer or lease of all or substantially all of the assets of the Company in a single transaction or series of transactions to, any other Person if person so long as: (i) the The successor formed by such consolidation or the survivor of or such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (as used in this Section 11.2(a), the “Surviving Parent”"Successor Company"), shall be a solvent corporation, business, trust, limited partnership or limited liability company corporation organized and existing under the laws of the United States of America or any state State thereof (including including, without limitation, the District of Columbia), ; (ii) if the Parent Company is not the Surviving Parentsuccessor Company, such Surviving Parent Successor Company shall have executed and delivered to each holder of any Notes Noes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement Agreement, the Other Agreement, the Notes and the other Financing Documents to which the Company is subject and shall have caused to be performed delivered to each holder of any Notes an opinion of independent counsel reasonably satisfactory to the Required Holders to the effect that all agreements or observed by instruments effecting such assumption are enforceable in accordance with their terms and comply with the Parentterms hereof and that all actions, filings and registrations have been undertaken and effected in order to continue the perfection and priority of the Liens and security interests of the Collateral Agent on behalf of the holders of Notes in and to the Collateral and the Pledged Stock Collateral; (iii) such Surviving Parent each Guarantor shall have confirmed to each holder of Notes, in writing, its Guarantee and its other obligations hereunder, under the Other Agreement and under the other Financing Documents to which it is a party and shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that such confirmation is effective, such Guarantee continues in full force and effect and that all agreements or instruments effecting actions, filings and registrations have been undertaken and effected in order to continue the perfection and priority of the Liens and security interests granted by such assumption are enforceable Guarantor, if any, to the Collateral Agent on behalf of the holders of Notes in accordance with their terms and comply with to the terms hereof, Collateral and the Pledged Stock Collateral; (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuingwould exist; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event the investment grade rating of Default the Notes shall have occurred and be continuing. No been confirmed by any nationally recognized credit rating agency or the Securities Valuation Office of the National Association of Insurance Commissioners. (b) Except as expressly provided in Section 10.7(b), no such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer any Guarantor under this Section 11.2 shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 such Guarantor from its liability under this Agreement, a Note Guaranty the Other Agreement, the Notes and the Notes, as applicableother Financing Documents to which it is a party.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Subsidiary to, consolidate with or merge with any other Person or convey, transfer transfer, sell or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person exceptexcept that: (a) the Parent Company may consolidate with or merge with, with any other Person or convey, transfer transfer, sell or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person, any other Person if provided that: (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer transfer, sale or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be is a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch corporation or limited liability company, such Surviving Parent corporation or limited liability company (y) shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiz) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vii) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuingexist; and (b) Any Subsidiary may (x) merge into the Issuer may Company (provided that the Company is the surviving corporation) or another Wholly Owned Subsidiary, (y) sell, transfer or lease all or any part of its assets to the Company or another Wholly Owned Subsidiary, or (z) merge or consolidate with or merge with, or conveysell, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed in a transaction that is permitted by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entiretySection 10.6 or, as the case may be a result of which, such Person becomes a Subsidiary; provided in each instance set forth in clauses (the “Surviving Company”)x) through (z) that, shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transactionthereto, there shall exist no Default or Event of Default shall have occurred and be continuing. Default; No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person successor corporation or limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.5 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer will not, and will not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Issuer as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company company, or limited partnership organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and if the Parent Issuer is not the Surviving Parentsuch corporation or limited liability company, (i) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiii) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an a customary opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; (ivb) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of the transactions occurs reaffirms its obligations under such Subsidiary Guarantors shall have confirmed and ratified Guaranty in writing at such time pursuant to documentation that is reasonably satisfactory acceptable to the Required Holders its obligations under its Subsidiary Guaranty, and Holders; and (vc) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer Company will not, and nor will not it permit the Parent any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets or a controlling equity interest in a Subsidiary Guarantor in a single transaction or series of transactions to any Person except: (aexcept that a Subsidiary Guarantor may (x) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, the Company or another Subsidiary of the Company so long as in each case, the survivor of such merger or consolidation or the transferee of such assets shall have assumed such Guaranty and (y) convey, transfer or lease all or substantially all of its assets (including any other such transaction effected by means of a merger or consolidation of such Subsidiary Guarantor with or into another Person) in compliance with the provisions of Section 10.3), provided that the foregoing restriction does not apply to the consolidation or merger of the Company or a Subsidiary Guarantor with the Company or another Subsidiary Guarantor, or the conveyance, transfer or lease of all or substantially all of the assets of the Company or a Subsidiary Guarantor, or a controlling equity interest in a Subsidiary Guarantor, in a single transaction or series of transactions to any Person if so long as: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent as an entiretyCompany or such Subsidiary Guarantor, or a controlling equity interest in a Subsidiary Guarantor, as the case may be (the “Surviving ParentSuccessor Corporation”), shall be a solvent corporation, business, trust, limited partnership or limited liability company entity organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), ; (iib) if the Parent Company or a Subsidiary Guarantor is party to such transaction and is not the Surviving ParentSuccessor Corporation, such Surviving Parent Person shall (i) have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement such Obligor, as the case may be, under the applicable Financing Documents in form and substance satisfactory to be performed or observed by the Parent, Required Holders and (iiiii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion reasonably satisfactory to the Required Holders of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their respective terms and comply with the terms hereof; (c) to the extent the Company is a party and is not the surviving Person of such transaction, (iv) each Subsidiary Guarantor shall have executed and delivered to each holder of Notes its reaffirmation of its obligations under the Subsidiary Guarantors shall have confirmed Guaranty in form and ratified in writing reasonably substance satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and Holders; and (vd) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) , to be determined on a Pro Forma Basis with respect to compliance with Sections 10.5 and 10.6, and the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) computations evidencing compliance with such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuingSections. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer any Obligor shall have the effect of releasing the Parent, the Issuer such Obligor or any Surviving Parent or Surviving Company or any other Person Successor Corporation that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicableapplicable Financing Documents.

Merger, Consolidation, Etc. The Issuer Company and the Parent REIT will not, and nor will not they permit the Parent any other Company Party to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person (including, any other Person if in each case, pursuant to a Division) unless: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company or any such Guarantor as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent Company or such Guarantor is not such corporation or limited liability company, as the Surviving Parentcase may be, (i) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed and the Notes, in the case of a transaction involving the Company, or observed by the Parent, related Affiliate Guaranty in the case of a transaction involving any Guarantor and (iiiii) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; (ivb) each Guarantor under any Affiliate Guaranty that is outstanding at the time such transaction or each transaction in such a series of the Subsidiary Guarantors shall have confirmed and ratified transactions occurs reaffirms its obligations under such Affiliate Guaranty in writing at such time pursuant to documentation that is reasonably satisfactory acceptable to the Required Holders its obligations under its Subsidiary Guaranty, and Holders; and (vc) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing; and . Provided that (bi) the Issuer any Non-Guarantor Subsidiary may consolidate with or merge with, with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if (i) the successor formed by such consolidation or the survivor of Person; provided such merger or the Person that acquires by conveyance, transfer or lease all or substantially all Disposition shall be permitted only if (A) there exists no violation of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be financial covenants hereunder on a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) Pro Forma Basis after such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, transaction and (vB) immediately before and after giving effect to any such transaction, no Default or Event of Default would result therefrom and (ii) any Non-Guarantor Subsidiary may merge with a Note Party; provided that (A) the Note Party shall have occurred be the continuing or surviving Person and be continuing(B) no Default or Event of Default would result therefrom. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person Guarantor or any successor corporation or limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Affiliate Guaranties or the Notes, respectively except that the foregoing shall not limit the automatic release of a Subsidiary Guarantor as applicableprovided in Section 9.8(c) of this Agreement.

Merger, Consolidation, Etc. This Section 4.02 supersedes Section 8.1 of the Original Indenture with respect to the Series HH Notes. The Issuer will not, and will not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent as an entiretyIssuer, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), (ii) and, if the Parent Issuer is not the Surviving Parentsuch corporation or limited liability company, such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by the Parent, (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably Trustee a supplemental indenture in form satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable Trustee in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors which it shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of assume the due and punctual performance and observance of each covenant and condition of the this Agreement Original Indenture and the Notes to be performed or observed by the Issuer, Series HH Notes; (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (vb) immediately before and immediately after giving effect to any such transaction, no Default or Event of Default with respect to the Series HH Notes shall have occurred and be continuing; and (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article and that all conditions precedent provided for in the Original Indenture with respect to the Series HH Notes relating to such transaction have been complied with. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent successor corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 4.02 from its liability under this Agreement, a Note Guaranty and the Original Indenture or the Series HH Notes, as applicable.

Merger, Consolidation, Etc. The Issuer Neither Obligor will, nor will not, and will not either Obligor permit the Parent any Subsidiary to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person unless: (a) in the case of any such transaction involving either Obligor, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent as an entirety, as the case may be (the “Surviving Parent”), such Obligor shall be a solvent corporation, business, trust, limited partnership or limited liability company corporation organized and existing under the laws of Australia, the United States of America or any state thereof (State of either thereof, including the District of Columbia, or any other member country of the Organization for Economic Cooperation and Development as of the date of this Agreement (other than the Czech Republic, Greece, Poland, Spain, Turkey, Hungary, Korea, the Slovak Republic, Mexico, Iceland, Italy and Portugal), (ii) and, if the Parent such Obligor is not the Surviving Parentsuch Person, (i) such Surviving Parent Person shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of (x) this Agreement to be performed and the Notes, in the case of a transaction involving the Company or observed by (y) this Agreement and the ParentGuarantees, in the case of a transaction involving the Guarantor, (iiiii) such Surviving Parent Person shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counselcounsel in the appropriate jurisdiction, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting any such assumption are enforceable in accordance with their terms and comply with the terms hereof and (iii) such Person shall have caused to be delivered to each holder of Notes an unconditional affirmation from each Subsidiary Guarantor of its obligations under its Subsidiary Guarantee and, in the case of a transaction involving the Company, an unconditional affirmation from the Guarantor of its obligations under this Agreement and the Guarantees; (b) in the case of any such transaction involving a Subsidiary Guarantor, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor, as the case may be (the “Guarantor Successor”), shall be (1) either Obligor, such Subsidiary Guarantor or another Subsidiary Guarantor, (2) a solvent corporation organized and existing under the laws of Australia or the United States of America or any State of any thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor or any member country of the Organization for Economic Cooperation and Development as of the date of this Agreement (other than the Czech Republic, Greece, Poland, Spain, Turkey, Hungary, Korea, the Slovak Republic, Mexico, Iceland, Italy and Portugal), and (i) such Guarantor Successor shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of the relevant Subsidiary Guarantee and (ii) such Person shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel in the appropriate jurisdiction, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, hereof or (iv3) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if so long as the transfer of all of the assets of such Subsidiary Guarantor would have otherwise been permitted by Section 10.8 and such transaction is treated as a disposition of all of the assets of such Subsidiary Guarantor for purposes of Section 10.8; (ic) in the case of any such transaction involving a Subsidiary (other than the Company and any Subsidiary Guarantor), the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entiretysuch Subsidiary, as the case may be (the “Surviving Company”)be, shall be (i) either Obligor, a solvent corporation, business trust, limited partnership Subsidiary Guarantor or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia)such Subsidiary, (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of a Wholly-Owned Subsidiary (other than any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed Project Subsidiary) or observed by the Issuer, (iii) any other Person so long as the transfer of all of the assets of such Surviving Company shall Subsidiary would have caused to be delivered to each holder otherwise been permitted by Section 10.8 and such transaction is treated as a disposition of all of the assets of such Subsidiary for purposes of Section 10.8; and (d) in the case of any Notes an opinion of nationally recognized independent counselsuch transaction, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuingcontinuing (both as of the date of such transaction and, in the case of Sections 10.6 and 10.7, assuming that such transaction had occurred on, and using the financial results reported as of, the last day of the semi-annual (or, in the case of the following clause (ii), quarterly, if applicable) or annual fiscal period of (i) the Guarantor and (ii) each other relevant Person to such transaction, immediately preceding such date). No such conveyance, transfer or lease of all or substantially all of the assets of the Parent either Obligor or the Issuer any Subsidiary Guarantor shall have the effect of releasing such Obligor or such Subsidiary Guarantor, as the Parentcase may be, the Issuer or any Surviving Parent or Surviving Company or any other successor Person that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement, a Note Guaranty and Agreement or the Notes, as applicablein the case of the Company, (y) this Agreement or the Guarantees, in the case of the Guarantor, or (y) the applicable Subsidiary Guarantee, in the case of any Subsidiary Guarantor. To the extent that Section 8.4 would otherwise be applicable with respect to any transaction involving the Guarantor, compliance by the Obligors with the provisions of this Section 10.2 shall not be deemed to excuse compliance with or otherwise prejudice Section 8.4.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Subsidiary to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to any Person (except that any Subsidiary may (A) merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Person the Company or a Wholly-Owned Subsidiary if (i1) in any such merger or consolidation involving the Company, the Company is the survivor and (2) immediately after giving effect to any such merger, consolidation or conveyance, transfer or lease, no Default or Event of Default would exist, including, without limitation, pursuant to Sections 10.3 and 10.4, treating such transaction, for determining compliance with Sections 10.3 and 10.4, as having been consummated as of the last day of the immediately preceding fiscal quarter or (B) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.8) unless: (a) in the case of the Company, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch surviving corporation or limited liability company, (i) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement the Financing Agreements to be performed or observed by which the ParentCompany is a party, (iiiii) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (iviii) each of the Subsidiary Guarantors other Obligor shall have confirmed executed and ratified delivered an acknowledgement that the Financing Agreements to which they are a party continue in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, full force and effect; and (vb) immediately before and immediately after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) continuing and the Issuer may consolidate Company would have been in compliance with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all Sections 10.3 and 10.4 as of the assets end of the Issuer most recent fiscal quarter treating such transaction as an entirety, having been consummated as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption last day of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuingpreceding fiscal quarter. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent Company or the Issuer such Subsidiary shall have the effect of releasing the Parent, the Issuer Company or such Subsidiary or any Surviving Parent successor limited liability company or Surviving Company or any other Person corporation that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.7 from its liability under this Agreement, the Financing Agreements to which it is a Note Guaranty and the Notes, as applicableparty.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any of its Restricted Subsidiaries to, consolidate with or merge with any other Person corporation or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (aexcept that a Restricted Subsidiary of the Company may (x) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary of the Company or (ii) any other Person so long as the survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the assets of such Restricted Subsidiary as an entirety, as the case may be, is a Restricted Subsidiary and (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.7), provided that the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any other Person if so long as: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving ParentSuccessor Corporation”), shall be (1) the Company or (2) a solvent corporation, business, trust, limited partnership or limited liability company corporation organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), ; (iib) if the Parent Company is not the Surviving ParentSuccessor Corporation, such Surviving Parent (1) the Successor Corporation shall have executed and delivered to each holder of any the Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be performed or observed by reasonably satisfactory to the ParentRequired Holders), (iii2) such Surviving Parent the Successor Corporation shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, hereof and (iv3) each of the Subsidiary Guarantors Guarantor shall have confirmed and ratified reaffirmed in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and the Guaranty Agreement; and (vc) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuingwould exist. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 Successor Corporation from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer No Obligor will not, and or will not permit the Parent to, any Subsidiary to consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person unless: (a) with regard to any such transaction involving an Obligor, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent such Obligor as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent such Obligor is not the Surviving Parentsuch corporation or limited liability company, such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; andNotes; (b) the Issuer any Subsidiary of any Obligor may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, (i) an Obligor or a Subsidiary so long as in any merger or consolidation involving any Obligor, such Obligor shall be the surviving or continuing entity or (ii) any other Person if (i) the successor formed by such consolidation or so long as the survivor of such merger is a Subsidiary, or the Person that acquires by conveyance(y) convey, transfer or lease all or substantially all of its assets in compliance with the assets provisions of the Issuer as an entirety, as the case may be Section 10.3; (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing c) each other Obligor reaffirms its obligations under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes in writing at such time pursuant to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel documentation that is reasonably satisfactory acceptable to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (vd) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer any Obligor shall have the effect of releasing the Parent, the Issuer such Obligor or any Surviving Parent successor corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes. Lincoln Electric Holdings, as applicable.Inc. ‌ Note Purchase Agreement

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any of its Subsidiaries to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person exceptPerson; provided that: (a) any Subsidiary of the Parent Company may (i) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to (A) the Company or a Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing entity or (B) any other Person so long as the survivor of any such merger or consolidation is a Subsidiary, or (ii) convey, transfer or lease all or substantially all of its assets in compliance with the provisions of Section 10.3; and South Jersey Industries, Inc. Note Purchase Agreement (b) the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any other Person if so long as: (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving ParentSuccessor Corporation”), shall be (A) the Company or (B) a solvent corporation, business, trust, limited partnership or limited liability company entity organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), ; (ii) if the Parent Company is not the Surviving ParentSuccessor Corporation, such Surviving Parent Successor Corporation shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be performed or observed by reasonably satisfactory to the ParentRequired Holders), (iii) such Surviving Parent and the Successor Corporation shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, counsel or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms (subject to usual and comply with the terms hereof, customary limitations); and (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (viii) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person successor corporation or limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer will not, and will not permit Neither the Parent nor the Issuer will, nor will they permit any other Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent or the Issuer as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company company, or limited partnership organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent (other than in a transaction including the Issuer), the Issuer (other than in a transaction involving the Parent) or such other Guarantor (other than in a transaction involving the Parent or the Issuer) as applicable, is not the Surviving Parentsuch corporation, limited liability company or limited partnership, (i) such Surviving Parent corporation, limited liability company or limited partnership shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiii) such Surviving Parent corporation, limited liability company or limited partnership shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and; (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single Parent and each other Subsidiary Guarantor under any Affiliate Guaranty that is outstanding at the time such transaction or each transaction in such a series of related transactions to, any other Person if (i) the successor formed by occurs reaffirms its obligations under such consolidation or the survivor of Affiliate Guaranty in writing at such merger or the Person time pursuant to documentation that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory acceptable to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (vc) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing. No Without limiting the provisions of Section 9.7(b), no such conveyance, transfer or lease of all or substantially all of the assets of the Parent or Parent, the Issuer or such other Guarantor, as the case may be, shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company such other Guarantor, as the case may be, or any other Person successor corporation, limited liability company or limited partnership that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and Agreement or the NotesNotes or the Affiliate Guaranties, as applicablethe case may be.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person (other than the Reorganization in compliance with Section 23), unless: (a) in the case of any other Person if (i) such transaction involving the Company, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trustlimited liability company, limited partnership or limited liability company trust organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia) (the “Surviving Entity”), (ii) and, if the Parent Company is not the Surviving Parent, such Surviving Parent Entity, (i) such Surviving Entity shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiii) such Surviving Parent Entity shall have caused to be delivered to each holder of any Notes an a customary opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; andterms; (b) in the Issuer may consolidate with or merge withcase of any such transaction involving a Subsidiary Guarantor, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer such Subsidiary Guarantor as an entirety, as the case may be (the “Surviving Company”)be, shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; (2) a solvent corporation, business trust, limited partnership or limited liability company company, trust or partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia)) and, if such successor is not a Subsidiary Guarantor and is otherwise required to become a Subsidiary Guarantor pursuant to Section 9.7, (iiA) if the Issuer is not the Surviving Companysuch corporation, the Surviving Company limited liability company, trust or partnership shall have executed and delivered to each holder of any Notes its assumption an executed counterpart of the due Subsidiary Guaranty or a supplement to such Subsidiary Guaranty and punctual performance and observance of each covenant and condition of (B) the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory the items required pursuant to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms Section 9.7(b)(iii) and comply with the terms hereof, (iv) each in connection with such execution; or (3) any other Person so long as the transaction is treated as a disposition of all of the Parent assets of such Subsidiary Guarantor for purposes of this Agreement and the Subsidiary Guarantors shall have confirmed and ratified would not be in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately violation of any term or provision of this Agreement before and after giving effect to such transaction; (c) in the case of any such transactiontransaction involving the Company, each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent Company or the Issuer any Subsidiary Guarantor shall have the effect of releasing the ParentCompany or such Subsidiary Guarantor, as the Issuer case may be, or any Surviving Parent successor corporation, limited liability company, trust or Surviving Company or any other Person partnership that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.2, from its liability under (x) this AgreementAgreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Note Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty and the Notesin accordance with Section 9.7(b) in connection with or immediately following such conveyance, as applicabletransfer or lease.

Merger, Consolidation, Etc. The Issuer Neither the Company nor the Guarantor will not, and will not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company or the Guarantor as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), (ii) and, if the Parent Company or the Guarantor is not the Surviving Parentsuch corporation or limited liability company, (i) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement (in the case of a successor to be performed or observed by the ParentGuarantor, including, without limitation, the Unconditional Guaranty) and the Notes in form and substance reasonably satisfactory to the Required Holders and (iiiii) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and immediately after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent Company or the Issuer Guarantor shall have the effect of releasing the Parent, Company or the Issuer Guarantor or any Surviving Parent successor corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this AgreementAgreement (in the case of the Guarantor, a Note Guaranty and including, without limitation, the Unconditional Guaranty) or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Restricted Subsidiary to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (aexcept that a Restricted Subsidiary may (x) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, the Company or another Restricted Subsidiary or any other Person so long as such Restricted Subsidiary is the surviving Person and (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.5 or 10.7), provided that the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of all or substantially all of the assets of the Company in a single transaction or series of transactions to, any other Person if so long as: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving ParentSuccessor Corporation”), shall be a solvent corporation, business, trust, limited partnership or limited liability company Person organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), ; (iib) if the Parent Company is not the Surviving ParentSuccessor Corporation, (1) such Surviving Parent Person shall have executed and delivered to each holder of any the Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and, prior to the Release Date, the Mortgage Indenture (including the Supplemental Indenture), the First Mortgage Bond Documents to which it is a party and the First Mortgage Bonds and, from and after the New Security Date, the New Indenture, the New First Mortgage Bonds and any related new bond documents to which it is a party (pursuant to such agreements or instruments as shall be performed or observed by reasonably satisfactory to the ParentRequired Holders), and (iii2) such Surviving Parent Person shall have caused to be delivered to each holder of any the Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vc) immediately before and after giving effect to any such transaction, no Default or Event of Default would exist (provided that, after the Release Date until the New Security Date with respect to Section 10.1, calculation of compliance therewith shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all made as of the assets date of determination under this Section 10.6 and not as of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws end of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption immediately preceding fiscal quarter of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuingCompany). No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person Successor Corporation that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.6 from its liability under this AgreementAgreement or the Notes or, prior to the Release Date, the Mortgage Indenture (including the Supplemental Indenture), the First Mortgage Bond Documents to which it is a Note Guaranty party or the First Mortgage Bonds or, from and after the NotesNew Security Date, as applicablethe New Indenture, the New First Mortgage Bonds or any related new bond documents to which it is a party.

Merger, Consolidation, Etc. (a) The Issuer will not, and will shall not permit the Parent to, consolidate with or merge with into any other Person or convey, lease or transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person exceptunless: (a1) either the Parent may consolidate with Issuer shall be the continuing entity or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any the entity (if other Person if (ithan the Issuer) the successor formed by such consolidation or into which the survivor of such merger Issuer is merged or the Person that which acquires by conveyance, lease or transfer or lease all or substantially all of the assets of the Parent as an entirety, as the case may be (the “Surviving Parent”), Issuer shall be a solvent corporation, business, trust, limited partnership or limited liability company Person organized and existing under the laws of the United States of America America, any State thereof or any state thereof (including the District of Columbia), (ii) if and shall expressly assume, pursuant to a written agreement in form and substance satisfactory to the Parent is not holders of the Surviving ParentNotes, such Surviving Parent shall have executed and delivered to each holder of any Notes its assumption of the due and punctual payment of the principal of, Make-Whole Amount, if any, and interest on all the Notes and the performance and observance of each every covenant and condition of this Agreement on the part of the Issuer to be performed or observed by the Parent, observed; (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v2) immediately before and after giving effect to any such transaction, no Default or Event of Default Default, shall have occurred and be continuing; (3) the Issuer shall have delivered to each of the holders of the Notes an Officer’s Certificate of the Issuer and an Opinion of Counsel each stating that such consolidation, merger, conveyance, lease or transfer and such agreement of assumption comply with this Section 11.3(a), that all conditions precedent herein provided for relating to such transaction have been complied with and that such agreement of assumption is enforceable in accordance with its terms; and (4) each Guarantor shall have reaffirmed, in writing, its obligations under this Agreement or the Subsidiary Guaranty Agreement, as applicable. (b) the Issuer may consolidate with Upon any consolidation or merge withmerger, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, lease or transfer or lease of all or substantially all of the assets of the Issuer in accordance with Section 11.3(a), the successor Person formed by such consolidation or into which the Issuer is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Agreement and the Notes with the same effect as an entirety, if such successor Person had been named as the case Issuer herein and thereafter the predecessor Person shall be relieved of all obligations and covenants under this Agreement and the Notes and, in the event of any such consolidation, merger, conveyance, lease or transfer, the Issuer as the predecessor Person may thereupon or at any time thereafter be dissolved, wound up, or liquidated. Back to Contents (c) The Parent Guarantor shall not consolidate with or merge into any other Person or convey, lease or transfer all or substantially all of its assets to any Person unless: (1) either the “Surviving Company”)Parent Guarantor shall be the continuing entity or the entity (if other than the Parent Guarantor) formed by such consolidation or into which the Parent Guarantor is merged or the Person which acquires by conveyance, lease or transfer all or substantially all of the assets of the Parent Guarantor shall be a solvent corporation, business trust, limited partnership or limited liability company Person organized and existing under the laws of the United States of America America, any State thereof or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Companyand shall expressly assume, the Surviving Company shall have executed pursuant to a written agreement in form and delivered substance satisfactory to each holder of any Notes its assumption the holders of the Notes, the due and punctual performance and observance payment of each covenant and condition of all amounts payable by the Parent Guarantor under this Agreement and the Notes performance of every covenant of this Agreement on the part of the Parent Guarantor to be performed or observed by the Issuer, observed; (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v2) immediately before and after giving effect to any such transaction, no Default or Event of Default Default, shall have occurred and be continuing. No ; (3) the Parent Guarantor shall have delivered to each holder of the Notes an Officer’s Certificate of the Parent Guarantor and an Opinion of Counsel each stating that such consolidation, merger, conveyance, lease or transfer and such supplemental indenture comply with this Section 11.3(c), that all conditions precedent herein provided for relating to such transaction have been complied with and that such agreement of assumption is enforceable in accordance with its terms; and (4) each Subsidiary Guarantor shall have reaffirmed, in writing, its obligation under the Subsidiary Guaranty Agreement. (d) Upon any consolidation or lease merger, or any conveyance or transfer of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the ParentGuarantor in accordance with Section 11.3(c), the Issuer successor Person formed by such consolidation or any Surviving into which the Parent Guarantor is merged or Surviving Company to which such conveyance, lease or any other transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor under this Agreement with the same effect as if such successor Person that becomes had been named as the surviving or continuing Parent Guarantor herein and thereafter the predecessor Person shall be relieved of all obligations and covenants under this Agreement and, in the manner prescribed in this Section 10.2 from its liability under this Agreementevent of any such consolidation, a Note Guaranty and merger, conveyance, lease or transfer, the NotesParent Guarantor as the predecessor Person may thereupon or at any time thereafter be dissolved, as applicable.wound up, or liquidated. 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Merger, Consolidation, Etc. The Issuer Parent will not, and will not permit the Parent any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person unless: (a) in the case of any such transaction involving the Parent, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent is not the Surviving Parentsuch corporation or limited liability company, (i) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by the Parent, and (iiiii) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of Xxxxx Xxxxxxx LLP or other nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and; (b) in the Issuer may consolidate with or merge withcase of any such transaction involving the Company, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer Company as an entirety, as the case may be (the “Surviving Company”)be, shall be a solvent corporation, business trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Issuer Company is not the Surviving Companysuch corporation or limited liability company, the Surviving Company (i) such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, and (iiiii) such Surviving Company corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of Xxxxx Xxxxxxx LLP or other nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (c) in the case of any such transaction involving a Subsidiary Guarantor, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor as an entirety, as the case may be, shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; (2) a solvent corporation or limited liability company (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) and, if such Subsidiary Guarantor is not such corporation or limited liability company, (ivA) such corporation or limited liability company shall have executed and delivered to each holder of Notes its assumption of the Parent due and punctual performance and observance of each covenant and condition of the Subsidiary Guarantors Guaranty of such Subsidiary Guarantor and (B) the Company shall have confirmed and ratified in writing caused to be delivered to each holder of Notes an opinion of Xxxxx Peabody LLP or other nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; or (3) any other Person so long as the transaction is treated as a disposition of all of the assets of such Subsidiary Guarantor for purposes of Section 10.6 and, based on such characterization, would be permitted pursuant to Section 10.6; (d) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Parent Guaranty and Subsidiary Guaranty, respectively, and Required Holders; and (ve) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent Parent, the Company or the Issuer any Subsidiary Guarantor shall have the effect of releasing the Parent, the Issuer Company or such Subsidiary Guarantor, as the case may be, or any Surviving Parent successor corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.2, from its liability under (x) this AgreementAgreement or the Notes in the case of the Company (y) this Agreement in the case of the Parent and (z) the Subsidiary Guaranty in the case of any Subsidiary Guarantor, unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Note Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty and the Notesin accordance with Section 9.7(b) in connection with or immediately following such conveyance, as applicabletransfer or lease.

Merger, Consolidation, Etc. The Issuer will not, and will Company shall not permit the Parent to, consolidate with or merge with any other Person corporation, except mergers and consolidations of a Subsidiary into the Company (with the Company as the surviving entity), or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person exceptunless: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership or limited liability company Solvent corporation organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch corporation, such Surviving Parent corporation shall have executed and delivered to each holder of any Notes the Purchaser its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Note; and (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vb) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (bc) the Issuer may consolidate with Total Indebtedness to Capitalization Ratio of the Company, its Subsidiaries and of such other corporation, on a consolidated basis, is not more than .6667 to 1 at the end of the fiscal quarter immediately preceding the merger after giving effect to the merger, consolidation or merge withsale and any changes in Total Indebtedness since the end of such quarter (exclusive of any adjustments to Total Capitalization relating to transaction costs and accounting adjustments resulting from such transaction); and (d) the Total Indebtedness to EBITDA Ratio of the Company, its Subsidiaries and of such other corporation, on a consolidated basis, is not greater than 8:1 for the 12 month period preceding the end of the quarter preceding such merger, after giving effect to the merger, consolidation or convey, transfer or lease all or substantially all sale and any changes in Total Indebtedness since the end of its assets in a single transaction or series of related transactions to, any other Person if such quarter; and (ie) the successor formed by such consolidation or survivor entity has agreed to conduct the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all principal business of the assets of the Issuer successor or survivor entity as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing regulated water/wastewater public utility under the laws of one or more states of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicableStates.

Merger, Consolidation, Etc. The Issuer will not, and will not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge withThe Company shall not, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions totransactions, consolidate or merge with or into any other Person if Person, and the Company shall not sell, assign, transfer, lease, convey or otherwise dispose of (ior cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the properties and assets of the Parent Company and its Subsidiaries, taken as an entiretya whole, to any Person unless: (i) either: (A) the Company shall be the surviving or continuing entity; or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and its Subsidiaries taken as the case may be a whole (the “Surviving ParentEntity”), ): (1) shall be a solvent corporation, business, trust, limited partnership corporation or a limited liability company organized and validly existing under the laws of the United States of America or any state State thereof (including or the District of Columbia), ; (ii2) if the Parent is not the Surviving Parent, such Surviving Parent shall have executed and delivered to each holder of any Notes its assumption expressly assume all of the due Company’s obligations under the Notes and punctual performance and observance of each covenant and condition of this Agreement by executing and delivering to be performed or observed by the ParentPaying Agent and each Holder, (iii) such Surviving Parent shall have caused a joinder to be delivered to each holder of any the Notes an opinion of nationally recognized independent counseland this Agreement, or other independent counsel reasonably in form and substance reasonable satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vii) immediately before and immediately after giving effect to any such transaction, no Default or Event of Default shall have occurred and or be continuing; and (iii) the Company or the Surviving Entity shall have delivered to each Holder an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a joinder to the Notes and this Agreement is required in connection with such transaction, such joinder complies with this Section 10.2 and that all conditions precedent in Section 10.2 relating to such transaction have been satisfied and that the joinder, the Notes and this Agreement constitute the legal, valid and binding obligations of the Surviving Entity. (b) For purposes of the Issuer may consolidate with foregoing, the transfer (by lease, assignment, sale or merge withotherwise, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (itransactions) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the properties or assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Parent Company and its Subsidiaries, taken as a whole, shall be deemed to be the transfer of all or substantially all of the Issuer properties and assets of the Company and its Subsidiaries, taken as a whole. This Section 10.2 shall have not apply to any consolidation or merger by any Subsidiary of the effect Company with or into, or any sale, assignment, transfer, conveyance, lease or other disposition of releasing assets by any Subsidiary of the ParentCompany to, the Issuer Company or another Subsidiary of the Company. (c) Upon any Surviving Parent consolidation or Surviving merger by the Company or any other transfer of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole in accordance with the foregoing, in which the Company is not the continuing entity, the successor Person that becomes formed by such consolidation or into which the surviving Company is merged or continuing Person in to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the manner prescribed in this Section 10.2 from its liability Company under the Notes and this Agreement, a Note Guaranty and the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer Constituent Companies will not, and will not permit the Parent any Subsidiary Guarantor or Qualified Asset Holder to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person unless: (a) in the case of any such transaction involving the Issuer, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Issuer as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership or limited liability company entity organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent Issuer is not the Surviving Parentsuch entity, (1) such Surviving Parent entity shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Issuer set forth in this Agreement to be performed or observed by and the Parent, Notes and (iii2) such Surviving Parent entity shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and; (b) in the Issuer may consolidate with or merge withcase of any such transaction involving the Parent Guarantor, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer Parent Guarantor as an entirety, as the case may be (the “Surviving Company”)be, shall be a solvent corporation, business trust, limited partnership or limited liability company entity that is organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia)) and, if the Parent Guarantor is not such entity, (ii1) if the Issuer is not the Surviving Company, the Surviving Company such entity shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Parent Guarantor set forth in this Agreement and the Notes to be performed or observed by the Issuer, (iii2) such Surviving Company Parent Guarantor shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (c) in the case of any such transaction involving a Subsidiary Guarantor, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor as an entirety, as the case may be, shall be a solvent entity that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) and, if such Subsidiary Guarantor or another Subsidiary Guarantor is not such entity, (iv1) such entity shall have executed and delivered to each holder of Notes its assumption of the Parent due and punctual performance and observance of each covenant and condition of the Subsidiary Guarantors Guaranty Agreement and (2) the Constituent Companies shall have confirmed and ratified in writing caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (d) in the case of any such transaction involving a Qualified Asset Holder, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Qualified Asset Holder as an entirety, as the case may be, shall be (1) such Qualified Asset Holder or another Qualified Asset Holder or (2) any other Person so long as immediately after giving effect to such transaction or each transaction in any series of transactions the Parent Guarantor would be in compliance, on a pro forma basis, with the requirements of Section 10.6(e); (e) the Parent Guarantor and each Subsidiary Guarantor, as applicable, reaffirms its obligations under the Parent Guaranty and and/or the Subsidiary Guaranty, respectively, and Guaranty Agreement in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (vf) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent a Constituent Company or the Issuer any Subsidiary Guarantor shall have the effect of releasing such Constituent Company or such Subsidiary Guarantor, as the Parentcase may be, the Issuer or any Surviving Parent successor corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.2, from its liability under (x) this AgreementAgreement or the Notes (in the case of the Issuer), (y) this Agreement (in the case of the Parent Guarantor) or (z) the Subsidiary Guaranty Agreement (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Note Subsidiary Guarantor, such Subsidiary Guarantor is released from the Subsidiary Guaranty and the NotesAgreement in accordance with Section 9.9(b) in connection with or immediately following such conveyance, as applicabletransfer or lease.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent as an entiretyCompany or such Subsidiary Guarantor, as the case may be be, as an entirety (the “Surviving ParentSurvivor”), as the case may be, shall be a solvent corporation, business, trust, limited partnership or limited liability company corporation organized and existing under the laws of the United States of America or States, any state thereof (including or the District of Columbia), (ii) and, if the Parent Company or such Subsidiary Guarantor is not the Surviving ParentSurvivor, such Surviving Parent the Survivor shall have executed expressly assumed in writing the due and delivered punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes according to each holder of any Notes its assumption of their tenor and the due and punctual performance and observance of each covenant and condition of this Agreement such Obligor under the applicable Financing Documents, pursuant to such agreements and instruments as shall be performed or observed by the Parent, (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and; (b) to the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) extent the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer Company is not the Surviving CompanySurvivor of such transaction, the Surviving Company each Subsidiary Guarantor shall have executed and delivered to each holder of any Notes its assumption reaffirmation of the due its obligations under its Guaranty Agreement in form and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel substance reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (vc) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of either the Parent Company or the Issuer any Subsidiary Guarantor shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person Subsidiary Guarantor, as applicable, or any Survivor that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicableapplicable Financing Documents.” 1.6. Amendment to Section 11(d);

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (a) in the case of any such transaction involving the Company, (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), and, (ii) if the Parent Company is not the Surviving Parentsuch corporation or limited liability company, (A) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiB) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and; (b) in the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all case of its assets in any such transaction involving a single transaction or series of related transactions to, any other Person if Subsidiary Guarantor, (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer such Subsidiary Guarantor as an entirety, as the case may be (the “Surviving Company”)be, shall be (A) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (B) a solvent corporation, business trust, limited partnership corporation or limited liability company (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), ) and, (ii) if the Issuer such Subsidiary Guarantor is not the Surviving Companysuch corporation or limited liability company, the Surviving Company (A) such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; (ivc) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of the Parent and the transactions occurs reaffirms its obligations under such Subsidiary Guarantors shall have confirmed and ratified Guaranty in writing at such time pursuant to documentation that is reasonably satisfactory acceptable to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and Holders; and (vd) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent Company or the Issuer any Subsidiary Guarantor shall have the effect of releasing the ParentCompany or such Subsidiary Guarantor, as the Issuer case may be, or any Surviving Parent successor corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.2, from its liability under (x) this AgreementAgreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Note Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty and the Notesin accordance with Section 9.7(b) in connection with or immediately following such conveyance, as applicabletransfer or lease.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Restricted Subsidiary to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (aexcept that a Restricted Subsidiary may (x) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, the Company or another Restricted Subsidiary or any other Person so long as such Restricted Subsidiary is the surviving Person and (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.5 or 10.7), provided that the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of all or substantially all of the assets of the Company in a single transaction or series of transactions to, any other Person if so long as: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving ParentSuccessor Corporation”), shall be a solvent corporation, business, trust, limited partnership or limited liability company Person organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), ; (iib) if the Parent Company is not the Surviving ParentSuccessor Corporation, (1) such Surviving Parent Person shall have executed and delivered to each holder of any the Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and the Mortgage Indenture (including the Supplemental Indenture), the First Mortgage Bond Documents to which it is a party and the First Mortgage Bonds (pursuant to such agreements or instruments as shall be performed or observed by reasonably satisfactory to the ParentRequired Holders), and (iii2) such Surviving Parent Person shall have caused to be delivered to each holder of any the Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vc) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuingwould exist. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person Successor Corporation that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.6 from its liability under this AgreementAgreement or the Notes or the Mortgage Indenture (including the Supplemental Indenture), the First Mortgage Bond Documents to which it is a Note Guaranty and party or the Notes, as applicableFirst Mortgage Bonds.

Merger, Consolidation, Etc. The Issuer will not, and will (a) Each Guarantor hereby agrees that it shall not permit the Parent to, consolidate with or merge with any other Person or convey, transfer transfer, lease or lease (as lessor) otherwise dispose of all or substantially all of its assets in a single transaction or series of transactions to any Person exceptunless: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent any such Guarantor as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent such Guarantor is not the Surviving Parentsuch corporation, limited partnership or limited liability company, such Surviving Parent corporation, limited partnership or limited liability company shall have executed and delivered to each holder Holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by the Parent, Guarantee; and (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vii) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing; and. (b) the Issuer may consolidate with Upon any consolidation or merge withmerger, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer transfer, lease or lease other disposition of all or substantially all of the properties or assets of a Guarantor in a transaction that is subject to, and that complies with the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws provisions of the United States of America or any state thereof (including the District of Columbia), (iiSection 5(a) if the Issuer is not the Surviving Companyhereof, the Surviving Company shall have executed and delivered successor Person formed by such consolidation or into or with which such Guarantor is merged or to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No which such conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, conveyance, transfer, lease or other disposition, the provisions of this Guarantee referring to such Guarantor shall refer instead to the successor Person and not to such Guarantor), and may exercise every right and power of such Guarantor under this this Guarantee with the same effect as if such successor Person had been named as such Guarantor herein. (c) Notwithstanding any contrary provision of this Guarantee, the Note Agreement or the Notes, nothing contained in this Guarantee, the Note Agreement or the Notes will in any way prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale, transfer or lease conveyance of all or substantially all of the assets of a Guarantor as an entirety to the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicableanother Guarantor.

Merger, Consolidation, Etc. The Issuer Company will not, not and will not permit the Parent to, any Restricted Subsidiary to consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, corporation or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any Person (other Person if (ithan Asset Sales permitted by Section 10.4(c) the successor formed by such and any consolidation or merger of any member of the survivor of such merger Pittston Minerals Group with, or the Person that acquires by conveyance, transfer or lease by any member of the Pittston Minerals Group to, a Person which is not an Affiliate of the Company), except as follows: (a) a Restricted Subsidiary may consolidate with or merge with any other corporation or convey or transfer all or substantially all of its assets to (i) the assets of Company (provided that the Parent as an entirety, as the case may be (the “Surviving Parent”), Company shall be the continuing or surviving corporation) or a solvent corporationthen existing Restricted Subsidiary, business, trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), or (ii) any other Person, provided that (A) if such Restricted Subsidiary is a Subsidiary Guarantor and the Parent continuing, surviving or acquiring corporation is not the Surviving Parentanother Subsidiary, such Surviving Parent continuing, surviving or acquiring corporation shall have (1) executed and delivered to each holder of any Notes a Note its assumption of the due and punctual performance and observance of each covenant all obligations of such Restricted Subsidiary under its Subsidiary Guarantee and condition of this Agreement to be performed or observed by the Parent, (iii2) such Surviving Parent shall have caused to be delivered to each holder of any Notes a Note an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, Holders to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vB) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer Company may consolidate with or merge with, with any other corporation or convey, convey or transfer or lease all or substantially all of its assets in to a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company corporation organized and existing under the laws of the United States of America or any state thereof State thereof, provided that (including i) the District of Columbia)continuing, surviving or acquiring corporation (ii) if the Issuer is not the Surviving Company, the Surviving Company ) shall have (A) executed and delivered to each holder of any Notes a Note its assumption of the due and punctual performance and observance of each covenant and condition all obligations of the Company under this Agreement Agreement, the Other Agreements and the Notes to be performed or observed by the Issuer, and (iiiB) such Surviving Company shall have caused to be delivered to each holder of any Notes a Note an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, Holders to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (vii) immediately before and after giving effect to any such transaction, (A) no Default or Event of Default shall have occurred and be continuingcontinuing and (B) the Company would be in compliance with paragraphs (a) and (c) of Section 10.5 on a pro forma basis as if such transaction had occurred on the last day of the most recently ended fiscal quarter. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person successor corporation that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.6 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The An Issuer will not, and will Party shall not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent an Issuer Party as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership or limited liability company entity organized and existing under the laws Laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent Issuer Party is not the Surviving Parentsuch entity, (i) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder Holder of any Notes Notes, the Indenture Trustee and each Hedge Counterparty a supplemental indenture, Guarantee or other agreement evidencing its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by Indenture, the ParentNotes and, as applicable, any other Basic Documents, and (iiiii) such Surviving Parent entity shall have caused to be delivered to the Majority Noteholders, the Indenture Trustee and each holder Hedge Counterparty an Opinion of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, Counsel to the effect that all agreements or instruments effecting such assumption and the supplemental indenture or other agreement are enforceable in accordance with their terms and comply with the terms hereof, that all conditions in this Indenture with respect to such merger, consolidation, conveyance, transfer or lease have been satisfied and that such consolidation, merger, conveyance, transfer or lease of assets shall not have a material adverse effect on the Notes or the Hedge Agreements; (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vb) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, (i) no Rapid Amortization Event, Material Manager Default, Default or Event of Default shall have occurred and be continuing, (ii) the Indenture Trustee shall have, for its own benefit and the equal and ratable benefit of the Holders and the Hedge Counterparties, a legal, valid and enforceable first priority Lien on all of the Collateral (subject to Permitted Liens) and (iii) the Issuer Parties shall not be in breach of Section 4.14; and (bc) the Issuer may consolidate with or merge withshall (i) have delivered, or conveycaused to be delivered an update to each rating letter from each applicable Rating Agency evidencing that there has been, transfer or lease all or substantially all and shall be, no downgrade in the rating then assigned to the Notes as a result of its assets in a single such transaction and (ii) have received the written consent of each Hedge Counterparty to such transaction or series of related transactions totransactions. Nothing contained herein shall prohibit, any other Person if (i) limit or restrict the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all foreclosure of the assets Liens of this Indenture in connection with the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws exercise of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable remedies in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicableIndenture.

Merger, Consolidation, Etc. The Issuer will not, and Company will not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to any Person, provided that the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of all or substantially all of the assets of the Company in a single transaction or series of transactions to, any other Person if so long as: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving ParentSuccessor Corporation”), shall be a solvent corporation, business, trust, limited partnership or limited liability company Person organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), ; (iib) if the Parent Company is not the Surviving ParentSuccessor Corporation, (1) such Surviving Parent Person shall have executed and delivered to each holder of any the Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and the Mortgage Indenture (including the Supplemental Indenture), the First Mortgage Bond Documents to which it is a party and the First Mortgage Bonds (pursuant to such agreements or instruments as shall be performed or observed by reasonably satisfactory to the ParentRequired Holders), and (iii2) such Surviving Parent Person shall have caused to be delivered to each holder of any the Notes an opinion of inside counsel to the Company, Xxxxxxxx Xxxxxxx LLP or another nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereofhereof (subject to bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally, and general principles of equity (ivregardless of whether the application of such principles is considered in a proceeding in equity or at law) each and subject to such other customary qualifications and exceptions for legal opinions of the Subsidiary Guarantors shall have confirmed and ratified in writing this type or as may be reasonably satisfactory acceptable to the Required Holders its obligations under its Subsidiary Guaranty, and Holders); and (vc) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuingwould exist. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person Successor Corporation that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.6 from its liability under this AgreementAgreement or the Notes or the Mortgage Indenture (including the Supplemental Indenture), the First Mortgage Bond Documents to which it is a Note Guaranty and party or the Notes, as applicableFirst Mortgage Bonds.

Merger, Consolidation, Etc. The Issuer will not, and will (i) Such Obligor shall not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person, and, prior to the occurrence of the Guaranty Termination Date with respect to each Borrower, the Guarantor shall not sell or otherwise transfer any shares of the stock (or any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of such Borrower to any Person if unless: (iA) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent such Obligor as an entiretyentirety or the transferee of such shares of stock, as the case may be (any such Person, in relation to any such transaction involving a Borrower, being referred to herein as a “Borrower Successor”, and any such Person, in relation to any such transaction involving the Guarantor, being referred to herein as a “Surviving ParentGuarantor Successor”), shall have a credit rating in respect of its long-term debt from S&P of “BBB” or higher or from Xxxxx’x of “Baa2” or higher; (B) any Borrower Successor shall be primarily engaged in the Utility Business; (C) any Borrower Successor or, for so long as the Guarantor (or any Guarantor Successor) is an Obligor, Guarantor Successor shall be a solvent corporation, business, trust, limited partnership or limited liability company Solvent corporation organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia); (D) if any Borrower Successor or Guarantor Successor is not such Obligor, such Borrower Successor or, for so long as the Guarantor (or any Guarantor Successor) is an Obligor, Guarantor Successor, as the case may be, (ii1) if the Parent is not the Surviving Parent, such Surviving Parent shall have executed and delivered to each holder of any Notes the Administrative Agent its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the other Loan Documents to be performed or observed by the Parent, which it is a party and (iii2) such Surviving Parent shall have caused to be delivered to each holder of any Notes the Administrative Agent an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required HoldersLenders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vE) immediately before and after giving effect to such transaction and, if any Borrower Successor or Guarantor Successor is not such transactionObligor, the effectiveness of all agreements and instruments effecting the assumption (if any) required pursuant to clause (D) above, no Default or Event of Default shall have occurred and be continuing; and provided, however, that (b1) this Section 8.02(b)(i) shall not apply to the Issuer consolidation or merger of a Wholly-Owned Subsidiary of a Borrower into such Borrower; and (2) notwithstanding the foregoing, any Borrower may consolidate with or merge with, or at any time convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if Person, and the Guarantor may at any time sell or otherwise transfer all or a majority of the voting capital stock of any Borrower to any other Person, in each case so long as (ix) the successor formed by such consolidation Borrower or the survivor Guarantor (for so long as it is an Obligor), as the case may be, shall have received consideration in respect thereof in an amount not less than the Fair Market Value of such merger assets or capital stock, as the case may (as determined in good faith by the board of directors of such Obligor), and (y) if such other Person is not a Wholly-Owned Subsidiary, the requirements set forth in Section 2.03(c) in connection with such transaction are satisfied (provided, however, that acquires by this clause (2) shall not apply to any such transaction if such Borrower is the only borrower under this Agreement at such time, it being understood and agreed that in such circumstance both a Guarantor Successor and a Borrower Successor shall have assumed all obligations of the Guarantor (for so long as the Guarantor is an Obligor) and such Borrower, respectively, under this Agreement and the other Loan Documents in accordance with clause (D) above and the other conditions set forth in clauses (A) through (E) above shall be satisfied). (ii) No such conveyance, transfer or lease all or of substantially all of the assets of any Borrower shall have the Issuer as an entiretyeffect of releasing such Borrower or any successor Person that shall theretofore have become such in the manner prescribed in this Section 8.02(b) from its liability under this Agreement or the other Loan Documents, as or the Guarantor from its obligations hereunder or under the Guaranty, except that, if the Guaranty Termination Date has not occurred with respect to both Borrowers, the Guarantor shall be released from its obligations hereunder and under the Guaranty if, in the case may be (the “Surviving Company”of any such transaction that is permitted by Section 8.02(b)(i), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company Guarantor Successor shall have (A) executed and delivered to each holder of any Notes the Administrative Agent its assumption of the due and punctual performance and observance of each covenant and condition the obligations of the Guarantor under this Agreement and under the Notes to be performed or observed by the IssuerGuaranty, and (iiiB) such Surviving Company shall have caused to be delivered to each holder of any Notes the Administrative Agent an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required HoldersAdministrative Agent, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer will not(a) In the case of the Company, and will not permit the Parent to, merge or consolidate with or merge with any other Person into, or convey, transfer or lease (as lessor) permit the transfer of all or substantially all of its consolidated assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person (including by means of one or more mergers or consolidations of or transfers of assets by Subsidiaries), except that the Company may merge or consolidate with any US Corporation if (i) the successor formed by such consolidation or Company shall be the survivor of surviving corporation in such merger or consolidation, (ii) immediately after giving effect thereto no Default shall have occurred and be continuing and (iii) the Person that acquires by conveyanceCompany shall be in compliance with the covenants set forth in Sections 6.07 and 6.08 as of and for the most recently ended period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 5.06, giving pro forma effect to such merger or consolidation and any related incurrence of Debt as if they had occurred at the beginning of such period, and the Administrative Agent shall have received a certificate of the chief financial officer of the Company setting forth computations demonstrating such compliance. (b) In the case of any Material Subsidiary, merge or consolidate with or into, or transfer or lease all or substantially all its assets to, any Person, except that (i) any Material Subsidiary may merge into or transfer all or substantially all its assets to the Company, (ii) any Material Subsidiary may merge or consolidate with or transfer all or substantially all its assets to any Subsidiary; provided that if either constituent corporation in such merger or consolidation, or the transferor of such assets, shall be a Subsidiary Guarantor, then the assets surviving or resulting corporation or the transferee of the Parent as an entiretysuch assets, as the case may be, must be (or at the “Surviving Parent”), shall be time of such transaction become a solvent corporation, business, trust, limited partnership or limited liability company organized Subsidiary Guarantor and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Parent is not the Surviving Parent, such Surviving Parent shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by the Parent, (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counselso long as, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default shall have occurred and be continuing, any Material Subsidiary may merge or consolidate with or transfer all or substantially all its assets to any Person other than the Company or a Subsidiary so long as such transaction would not be prohibited by paragraph (a) above. Notwithstanding the foregoing, nothing in this paragraph shall (a) so long as, at the time of and immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (b) , prohibit the Issuer may consolidate with Company or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if Subsidiary from (i) the successor formed by such consolidation or the survivor transferring any assets of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia)to acquire Foreign Subsidiaries, (ii) if making capital or working capital contributions to Foreign Subsidiaries in the Issuer is not the Surviving Companyordinary course of business, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving selling or otherwise disposing of assets to a Foreign Subsidiary on arm's-length terms (as determined in good faith by the Company shall have caused or the applicable Subsidiary) or (b) require any Foreign Subsidiary to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to become a Subsidiary Guarantor hereunder. (c) In the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each case of the Parent Company, permit any Domestic Subsidiary to become a subsidiary of a Foreign Subsidiary; provided that nothing in this paragraph shall prevent the Company from acquiring, directly or indirectly, any Person that at the time of and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to such acquisition would constitute a Foreign Subsidiary and would own any Domestic Subsidiary not acquired by it in contemplation of such transactionacquisition. For purposes of this Section 6.04, no Default or Event of Default Treasury Stock to the extent constituting Margin Stock shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all deemed not to be an asset of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicableCompany.

Merger, Consolidation, Etc. The Issuer will not, and Company will not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch corporation or limited liability company, (i) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiii) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; (ivb) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of the transactions occurs, reaffirms its obligations under such Subsidiary Guarantors shall have confirmed and ratified Guaranty in writing at such time pursuant to documentation that is reasonably satisfactory acceptable to the Required Holders its obligations under its Subsidiary Guaranty, and Holders; and (vc) immediately before and immediately after giving effect to such transaction or each transaction in any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transactiontransactions, no Default or Event of Default shall have occurred and be continuing. Roanoke Gas Company Private Shelf Agreement No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person successor corporation or limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer will not(a) Except as might otherwise be permitted under Section 10.7, and the Company will not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch corporation or limited liability company, (i) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiii) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vii) immediately before and immediately after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person successor corporation or limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.2(a) from its liability under this Agreement, a Note Guaranty and Agreement or the Notes. (b) Except as might otherwise be permitted under Section 10.7, the Company will not permit any Restricted Subsidiary to liquidate, wind up or dissolve (or suffer any liquidation or dissolution), or merge, consolidate with or into, or convey, transfer, lease, sell, assign or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as applicableno Event of Default exists or would result therefrom: (i) any Restricted Subsidiary may merge with (x) the Company, provided that the Company shall be the continuing or surviving Person, or (y) any one or more Restricted Subsidiaries, provided that (A) when any Wholly-Owned Restricted Subsidiary is merging with another Restricted Subsidiary, such Wholly-Owned Restricted Subsidiary shall be the continuing or surviving Person and (B) when any Foreign Restricted Subsidiary is merging with a Domestic Restricted Subsidiary, such Domestic Restricted Subsidiary shall be the continuing or surviving Person; (ii) any (x) Restricted Subsidiary may sell, transfer, contribute, convey or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or to a Domestic Restricted Subsidiary; provided that if the transferor in such a transaction is a Wholly-Owned Restricted Subsidiary, then the transferee must also be a Wholly-Owned Restricted Subsidiary; or (y) Foreign Restricted Subsidiary may sell, transfer, contribute, convey or otherwise dispose of all of its assets (upon voluntary liquidation or otherwise), to any other Foreign Restricted Subsidiary; and (iii) any Restricted Subsidiary formed solely for the purpose of effecting an acquisition may be merged or consolidated with any other Person; provided that the continuing or surviving corporation of such merger or consolidation shall be a Restricted Subsidiary.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) in the Parent may consolidate with or merge withcase of any such transaction involving the Company, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch corporation or limited liability company, (i) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiii) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent outside legal counsel, or other independent outside legal counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and; (b) in the Issuer may consolidate with or merge withcase of any such transaction involving a Subsidiary Guarantor, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer such Subsidiary Guarantor as an entirety, as the case may be (the “Surviving Company”)be, shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, business trust, limited partnership corporation or limited liability company (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia)) and, if such Subsidiary Guarantor is not such corporation or limited liability company, (iiA) if the Issuer is not the Surviving Company, the Surviving Company such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent outside legal counsel, or other independent outside legal counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (c) the Equity Interests of any Subsidiary Guarantor may be sold, transferred or otherwise disposed of to an Obligor; (ivd) each any Subsidiary Guarantor may be liquidated or dissolved; provided that (i) in connection with such liquidation or dissolution, any and all of the Parent assets of such Subsidiary Guarantor shall be distributed or otherwise transferred to an Obligor and (ii) the Company determines in good faith that such liquidation is in the best interests of the Company and is not materially disadvantageous to the holders of the Notes; (e) in the cases of clauses (a) and (b)(2) above, each Subsidiary Guarantors shall have confirmed and ratified Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably satisfactory acceptable to the Required Holders its obligations under Holders; and (f) in the Parent Guaranty and Subsidiary Guarantycase of clause (a) above, respectively, and (v) immediately before and immediately after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuingcontinuing and the Company shall deliver to the holders of the Notes a certificate of a Senior Financial Officer to such effect. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent Company or the Issuer any Subsidiary Guarantor shall have the effect of releasing the ParentCompany or such Subsidiary Guarantor, as the Issuer case may be, or any Surviving Parent successor corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.2, from its liability under (x) this AgreementAgreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Note Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty and the Notesin accordance with Section 9.7(b) in connection with or immediately following such conveyance, as applicabletransfer or lease.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person unless: (a) in the case of any such transaction involving the Company, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch corporation or limited liability company, (i) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiii) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and; (b) in the Issuer may consolidate with or merge withcase of any such transaction involving a Subsidiary Guarantor, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer such Subsidiary Guarantor as an entirety, as the case may be (the “Surviving Company”)be, shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, business trust, limited partnership corporation or limited liability company (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia)) and, if such Subsidiary Guarantor is not such corporation or limited liability company, (iiA) if the Issuer is not the Surviving Company, the Surviving Company such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; (ivc) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of the Parent and the transactions occurs reaffirms its obligations under such Subsidiary Guarantors shall have confirmed and ratified Guaranty in writing at such time pursuant to documentation that is reasonably satisfactory acceptable to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and Holders; and (vd) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent Company or the Issuer any Subsidiary Guarantor shall have the effect of releasing the ParentCompany or such Subsidiary Guarantor, as the Issuer case may be, or any Surviving Parent successor corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.2, from its liability under (x) this AgreementAgreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Note Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty and the Notesin accordance with Section 9.7(b) in connection with or immediately following such conveyance, as applicabletransfer or lease.

Merger, Consolidation, Etc. The Issuer will not(a) In the case of the Company, and will not permit the Parent to, merge or consolidate with or merge with any other Person into, or convey, transfer or lease (as lessor) permit the transfer of all or substantially all of its consolidated assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person (including by means of one or more mergers or consolidations of or transfers of assets by Subsidiaries), except that the Company may merge or consolidate with any US Corporation if (i) the successor formed by such consolidation or Company shall be the survivor of surviving corporation in such merger or consolidation, (ii) immediately after giving effect thereto no Default shall have occurred and be continuing and (iii) the Person that acquires by conveyanceCompany shall be in compliance with the covenants set forth in Sections 6.07 and 6.08 as of and for the most recently ended period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 5.06, giving pro forma effect to such merger or consolidation and any related incurrence of Debt as if they had occurred at the beginning of such period, and the Administrative Agent shall have received a certificate of the chief financial officer of the Company setting forth computations demonstrating such compliance. (b) In the case of any Material Subsidiary, merge or consolidate with or into, or transfer or lease all or substantially all its assets to, any Person, except that (i) any Material Subsidiary may merge into or transfer all or substantially all its assets to the Company, (ii) any Material Subsidiary may merge or consolidate with or transfer all or substantially all its assets to any Subsidiary; provided that if either constituent corporation in such merger or consolidation, or the transferor of such assets, shall be a Subsidiary Guarantor, then the assets surviving or resulting corporation or the transferee of the Parent as an entiretysuch assets, as the case may be, must be (or at the “Surviving Parent”), shall be time of such transaction become a solvent corporation, business, trust, limited partnership or limited liability company organized Subsidiary Guarantor and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Parent is not the Surviving Parent, such Surviving Parent shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by the Parent, (iii) such Surviving Parent shall have caused to be delivered to each holder so long as, at the time of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default shall have occurred and be continuing, any Material Subsidiary may merge or consolidate with or transfer all or substantially all its assets to any Person other than the Company or a Subsidiary so long as such transaction would not be prohibited by paragraph (a)(iii) above. Notwithstanding the foregoing, nothing in this paragraph shall (a) so long as, at the time of and immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (b) , prohibit the Issuer may consolidate with Company or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if Subsidiary from (i) the successor formed by such consolidation or the survivor transferring any assets of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia)to acquire Foreign Subsidiaries, (ii) if making capital or working capital contributions to Foreign Subsidiaries in the Issuer is not the Surviving Companyordinary course of business, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving selling or otherwise disposing of assets to a Foreign Subsidiary on arm’s-length terms (as determined in good faith by the Company shall have caused or the applicable Subsidiary) or (b) require any Foreign Subsidiary to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to become a Subsidiary Guarantor hereunder. (c) In the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each case of the Parent Company, permit any Domestic Subsidiary to become a subsidiary of a Foreign Subsidiary; provided that nothing in this paragraph shall prevent the Company from acquiring, directly or indirectly, any Person that at the time of and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to such acquisition would constitute a Foreign Subsidiary and would own any Domestic Subsidiary not acquired by it in contemplation of such transactionacquisition; provided further that nothing in this paragraph shall prevent Subsidiaries, no Default or Event of Default shall have occurred and be continuing. No such conveyanceif any, transfer or lease of all or substantially all that are “Excluded Subsidiaries” under clause (c) of the assets definition of such term from becoming subsidiaries of Foreign Subsidiaries. For purposes of this Section 6.04, Treasury Stock to the extent constituting Margin Stock shall be deemed not to be an asset of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicableCompany.

Merger, Consolidation, Etc. The Issuer will not, and Company will not nor will it cause or permit the Parent to, any of its Subsidiaries to consolidate with or merge with any other Person or convey, transfer or lease (as lessor) Transfer all or substantially all of its assets in a single transaction or series of transactions to any Person except: Person, except (ai) pursuant to the Parent may consolidate with System Leases or merge withany other Lease[reserved], (ii) subsidiary mergers as permitted pursuant to Section 9.7(b), (iii) that so long as both before and after giving effect to such merger or convey, transfer consolidation or lease Transfer of all or substantially all of its assets in a single transaction or series of related transactions to, any other to another Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent as an entirety, as the case may be (the “Surviving Parent”), shall be a solvent corporation, business, trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Parent is not the Surviving Parent, such Surviving Parent shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by the Parent, (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) exists, the Issuer Company or any Subsidiary may merge or consolidate with another Person, and the Company or merge with, or convey, transfer or lease any Subsidiary may Transfer all or substantially all of its assets in a single transaction or series of related transactions toto another Person, any other Person if (i) the successor formed by such consolidation or the survivor of so long as, after giving effect to such merger or the Person that acquires by conveyanceconsolidation, transfer or lease such Transfer of all or substantially all of its assets, (A) with respect to any merger or consolidation to which the assets of Company is a party, the Issuer as an entirety, as the case may be (the “Surviving Company”), Company shall be the surviving entity, (B) with respect to any merger or consolidation to which a solvent corporationSubsidiary is a party but the Company is not, business trusta Subsidiary (other than a Project Finance Subsidiary) shall be the surviving entity and (C) with respect to any Transfer of all or substantially all of its assets by the Company or a Subsidiary, limited partnership the Company or limited liability company organized and existing under another Subsidiary (other than a Project Finance Subsidiary) shall be the laws transferee or lessee of such assets (except to the United States of America or any state thereof extent permitted by clauses (including the District of Columbia), i) andclause (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereofSection 10.2, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and FERC Merger[reserved] or (v) immediately before and after giving effect the Company or any Subsidiary may merge or consolidate with another Person or otherwise Transfer assets to another Person in connection with any transaction permitted by Section 10.10 so long as (A) such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease transaction does not constitute the Transfer of all or substantially all of the assets of the Parent Company and its Subsidiaries, taken as a whole and (B) in the case of a merger or a consolidation to which the Issuer shall have the effect of releasing the ParentCompany is a party, the Issuer Company shall survive such merger or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicableconsolidation.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any of its Subsidiaries to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (aexcept that, so long as no Default or Event of Default exists or would result therefrom, a Subsidiary of the Company may (x) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, the Company or another Subsidiary, so long as in each case involving a Guarantor, the survivor of such merger or consolidation or the transferee of such assets shall have assumed such Guarantor’s obligations under the Guaranty Agreement (and to the extent the Guarantor is not the survivor or transferee, the Company shall cause the successor thereto to comply with clauses (a) and (b) of this Section 10.2 as if the Successor Company (as defined below) were the successor to such Guarantor) and (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.3), provided that the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any other Person if so long as: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving ParentSuccessor Company”), shall will be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America America, any State thereof or any state thereof (including the District of Columbia), ; (iib) if the Parent Company is not the Surviving ParentSuccessor Company, such Surviving Parent shall Successor Company will have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be performed or observed by reasonably satisfactory to the ParentRequired Holders), (iii) such Surviving Parent shall and the Company will have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms (except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and comply with similar laws affecting the terms hereof, enforcement of creditors’ rights generally and by general equitable principles); (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vc) immediately before and after giving effect to any such transaction, : (i) no Default or Event of Default shall would exist, and (ii) the Successor Company would be permitted by the provisions of Section 10.8 hereof to incur at least $1.00 of additional Indebtedness (determined on a pro forma basis based upon EBITDA for the four (4) fiscal quarter period most recently ended for which financial statements have occurred and be continuingbeen provided to holders of Notes); and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (ivd) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified Guarantor confirms in writing reasonably satisfactory to the Required Holders its obligations under and pursuant to the Parent Guaranty and Subsidiary GuarantyAgreement; provided, respectivelyhowever, and (v) immediately before and after giving effect to any such transaction, that no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall Company will have the effect of releasing the Parent, the Issuer Company (or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 Successor Company) from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicableor of releasing any Guarantor (or any successor) from its liability under the Guaranty Agreement.

Merger, Consolidation, Etc. The Issuer will not, and Company will not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to any Person, provided that the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of all or substantially all of the assets of the Company in a single transaction or series of transactions to, any other Person if so long as: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving ParentSuccessor Corporation”), shall be a solvent corporation, business, trust, limited partnership or limited liability company Person organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), ; (iib) if the Parent Company is not the Surviving ParentSuccessor Corporation, (1) such Surviving Parent Person shall have executed and delivered to each holder of any the Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and the Mortgage Indenture (including the Supplemental Indentures), the First Mortgage Bond Documents to which it is a party and the First Mortgage Bonds (pursuant to such agreements or instruments as shall be performed or observed by reasonably satisfactory to the ParentRequired Holders), and (iii2) such Surviving Parent Person shall have caused to be delivered to each Purchaser and each holder of any the Notes an opinion of inside counsel to the Company, Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP or another nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereofhereof (subject to bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally, and general principles of equity (ivregardless of whether the application of such principles is considered in a proceeding in equity or at law) each and subject to such other customary qualifications and exceptions for legal opinions of the Subsidiary Guarantors shall have confirmed and ratified in writing this type or as may be reasonably satisfactory acceptable to the Required Holders its obligations under its Subsidiary Guaranty, and Holders); and (vc) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuingwould exist. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person Successor Corporation that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.6 from its liability under this AgreementAgreement or the Notes or the Mortgage Indenture (including the Supplemental Indentures), the First Mortgage Bond Documents to which it is a Note Guaranty and party or the Notes, as applicableFirst Mortgage Bonds.

Merger, Consolidation, Etc. The Issuer will not, and Company will not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership or limited liability company or other legal entity organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia)) or any other Permitted Jurisdiction, and, if the Company is not such corporation, limited liability company or other legal entity, (iii) if the Parent is not the Surviving Parentsuch corporation, such Surviving Parent limited liability company or other legal entity shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiii) such Surviving Parent corporation, limited liability company or other legal entity shall have caused to be delivered to each holder of any Notes an opinion of nationally internationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and immediately after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any successor corporation, limited liability company or other Person legal entity that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.7 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer will not, and Company will not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any Person except that the Company may consolidate with or merge with any other Person if (i) the successor formed by such consolidation corporation or the survivor of such merger convey or the Person that acquires by conveyance, transfer or lease all or substantially all of the its assets of the Parent as an entirety, as the case may be (the “Surviving Parent”), shall be to a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state State thereof, provided that (a) the continuing, surviving or acquiring corporation or limited liability company (the “Surviving Person”) shall be a solvent corporation or limited liability company organized and existing under the laws of the United States or any State thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving ParentPerson, such (1) the Surviving Parent Person shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes, in a form reasonably satisfactory to be performed or observed by each holder of Notes and (2) the Parent, (iii) such Surviving Parent Person shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Majority Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, each Subsidiary Obligor under any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all guaranty of the assets of Notes executed pursuant to Section 10.1(c) that is outstanding at the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) time such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders transaction occurs reaffirms its obligations under such guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Parent Guaranty and Subsidiary Guaranty, respectively, and Majority Holders; and (vc) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person successor corporation or limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.4 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer will notCompany shall not consolidate with, and will not permit the Parent to, consolidate merge with or merge with any other Person into, or convey, transfer or lease (as lessor) all or substantially all of its assets (as an entirety or substantially an entirety in a single one transaction or a series of transactions related transactions), to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if unless: (i) the successor Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the survivor of such merger Company is merged or the Person that acquires by conveyance, transfer or lease all or substantially all of the to which properties and assets of the Parent as an entirety, as the case may be (the “Surviving Parent”), Company are transferred shall be a solvent corporation, business, trust, limited partnership or limited liability company corporation organized and existing under the laws of the United States of America or any state State thereof (including or the District of Columbia), Columbia and shall expressly assume in writing all the obligations of the Company under the Securities and this Indenture; (ii) if the Parent is not the Surviving Parent, such Surviving Parent shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by the Parent, (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, transaction no Event of Default or event or condition which through the giving of notice of lapse of time or both would become an Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction on a pro forma basis, the Company or the surviving entity would be able to incur at least $1 of Debt under Section 4.8(a) and (iv) the Company or such Person shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required in connection with such transaction, no Default or Event such supplemental indenture, comply with this provision of Default shall this Indenture and that all conditions precedent in this Indenture relating to such transaction have occurred and be continuingbeen satisfied. No such conveyanceNotwithstanding the foregoing, transfer or lease of all or substantially all clause (iii) of the assets preceding sentence shall not prohibit a transaction, the principal purpose of which is (as determined in good faith by the Board of Directors as evidenced by a Board Resolution) to change the state of incorporation of the Parent or Company, and such transaction does not have as one of its purposes the Issuer shall have evasion of the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in limitations imposed by this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicablecovenant.

Merger, Consolidation, Etc. The Issuer will Each Borrower shall not, and will shall not permit the Parent any other Credit Party or any of its or their Subsidiaries to, consolidate with or merge with any other Person corporation or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: unless: (ai) the Parent may consolidate such merger, consolidation, conveyance, transfer, or lease is with or merge withto another Credit Party, provided, that neither the Company nor any Borrower may sell or convey, otherwise transfer or lease all or substantially all of its assets in a single transaction to any Person or series of fail to survive any such merger or consolidation related transactions to, any other Person if to it; (iii) (a) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent as an entiretyany Credit Party or any of its Subsidiaries, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership or limited liability company corporation organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), (ii) and, if the Parent such Credit Party or such Subsidiary is not the Surviving Parentsuch corporation, (b) such Surviving Parent corporation shall have executed and delivered to each holder of any Notes the Administrative Agent its assumption of the obligations due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parentother Loan Documents, and (iiic) such Surviving Parent shall have caused to be delivered to each holder of any Notes the Administrative Agent an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required HoldersAdministrative Agent, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (viii) immediately before prior to such transaction and after giving effect to any such transactionthereto, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory immediately prior to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before such transaction and after giving effect thereto, each Borrower would be permitted by the provisions of Section 6.04(d) hereof to any such transaction, no Default or Event incur at least $1.00 of Default shall have occurred and be continuingadditional Indebtedness. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent any Credit Party or the Issuer any of its Subsidiaries shall have the effect of releasing the Parent, the Issuer such Credit Party or its Subsidiaries or any Surviving Parent or Surviving Company or any other Person successor corporation that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 6.02 from its liability under this Agreement, a Note Guaranty and the Notes, as applicableor the other Loan Documents to which it is a party. No such conveyance, transfer or lease otherwise permitted under this Section 6.02 shall be permissible if it would result in a violation of Article VII (m) hereof.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any of its Subsidiaries to, consolidate with or merge with any other Person or convey, transfer transfer, sell or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person exceptPerson, unless: (a) if the Parent may consolidate Company (with respect to any transaction involving the Company) or merge with, or convey, transfer or lease all or substantially all of its assets in a single such Subsidiary (with respect to any transaction or series of related transactions to, any other Person if (inot involving the Company) is not the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer transfer, sale or lease all or substantially all of the assets of the Parent Company or such Subsidiary as an entirety, as the case may be (the “Surviving Parent”)be, shall be such successor, survivor or Person, as applicable, is a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), and: (iii) if the Parent is not the Surviving Parent, such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption (which assumption shall, in each case, be satisfactory in form and substance to the Required Holders) of the due and punctual performance and observance of each covenant and condition of (A) in the case of any such transaction involving the Company, this Agreement and the Notes, and (B) in the case of any such transaction involving a Subsidiary that is a Guarantor, the Subsidiary Guaranty to be performed or observed by the Parent, which such Guarantor is a party; and (iiiii) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required HoldersHolders in customary form (and subject to customary exceptions and qualifications), to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, terms; (ivb) each of the Subsidiary Guarantors Guarantor (if any) shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders reaffirmed its obligations under its the Subsidiary Guaranty, and Guaranty to which it is a party; and (vc) immediately before and immediately after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyanceNotwithstanding the foregoing, (x) any Subsidiary may merge into or transfer or lease of all or substantially part of its properties and assets to a Guarantor or to the Company and (y) any Subsidiary that is not a Guarantor may merge into or transfer all or part of the its properties and assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person to another Subsidiary that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, is not a Note Guaranty and the Notes, as applicableGuarantor.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Restricted Subsidiary to, consolidate with or merge with any other Person corporation or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person except that: (as lessora) the Company may consolidate with or merge with another corporation or convey or transfer (except by lease) all or substantially all of its assets in a single transaction or series of transactions to any another Person exceptif: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, conveyance or transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”"Successor Corporation"), shall be a solvent corporation, business, trust, limited partnership or limited liability company corporation organized and existing under the laws of the United States of America America, any State thereof or any state thereof (including the District of Columbia), ; (ii) if the Parent Company is not the Surviving ParentSuccessor Corporation, such Surviving Parent corporation shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be performed or observed by reasonably satisfactory to the ParentRequired Holders), (iii) such Surviving Parent and the Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (viii) immediately before and after giving effect to any such transaction, : (A) no Default or Event of Default shall have occurred would exist, and (B) the Successor Corporation would be able to incur $1 of Funded Debt pursuant to both Section 10.1 and be continuing; andSection 10.2; (b) the Issuer a Restricted Subsidiary may consolidate with or merge with, with the Company (so long as the Company is the surviving corporation) or another Restricted Subsidiary or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if to the Company or another Restricted Subsidiary; and (ic) the successor formed by such consolidation a Restricted Subsidiary may consolidate with or the survivor of such merger merge with another corporation or the Person that acquires by conveyanceconvey, transfer or lease all or substantially all of the its assets in a single transaction or series of the Issuer as an entirety, as the case may be transactions to another Person if: (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), i) such transaction is in compliance with Section 10.11 hereof; or (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, : (A) no Default or Event of Default shall have occurred would exist, and (B) the Company would be able to incur $1 of Funded Debt pursuant to both Section 10.1 and be continuingSection 10.2. No such conveyance, conveyance or transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 Successor Corporation from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Material Subsidiary to, consolidate with or merge with any other Person corporation or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person exceptPerson; provided that: (a) the Parent Any Material Subsidiary which is a Wholly-Owned Subsidiary may directly or indirectly merge or consolidate with or merge withinto, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions property to, or be a party to an analogous reorganization with the Company or any other Wholly-Owned Subsidiary so long as (i) in any such transaction involving the Company, the Company shall be the surviving or continuing Person and (ii) in any such transaction involving such other Wholly-Owned Subsidiary which is the surviving or continuing Person, such Wholly-Owned Subsidiary, if the non-surviving Material Subsidiary was obligated under the Guaranty Agreement, shall provide to each Noteholder the items described in Sections 9.7 (a) through (d) concurrently with the consummation of such transaction; provided further, that a Material Subsidiary may transfer all or substantially all of its property without complying with the foregoing provisions of this clause (a) if the transfer is in compliance with Section 10.5; and (b) the Company may consolidate or merge with or into, or transfer all or substantially all of its property to, or be a party to an analogous reorganization with any other Person if (i1) the successor formed by such consolidation or the survivor of such merger transaction or the Person that acquires by conveyance, transfer or lease all or in such transaction substantially all of the assets of the Parent Company as an entirety, as the case may be be, (the “Surviving ParentSuccessor”), ) shall be a solvent corporation, business, trust, limited partnership or limited liability company Person organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), and, (ii2) if the Parent Company is not the Surviving ParentSuccessor, (A) such Surviving Parent Successor shall have executed and delivered to each holder of any Notes Noteholder its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the ParentNote, and (iiiB) such Surviving Parent Successor shall have caused to be delivered to each holder of any Notes Noteholder an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v3) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge withprovided, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by that no such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or of substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 Successor from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicableNote.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any of its Subsidiaries to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person exceptPerson; provided that: (a) any Subsidiary of the Parent Company may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, (i) the Company or a Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing entity or (ii) any other Person so long as the survivor of any such merger or consolidation is a Subsidiary, or (y) convey, transfer or lease all or substantially all of its assets in compliance with the provisions of Section 10.3; and (b) the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any other Person if so long as: (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving ParentSuccessor Corporation”), shall be (A) the Company or (B) a solvent corporation, business, trust, limited partnership or limited liability company entity organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), ; (ii) if the Parent Company is not the Surviving ParentSuccessor Corporation, such Surviving Parent Successor Corporation shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be performed or observed by reasonably satisfactory to the ParentRequired Holders), (iii) such Surviving Parent and the Successor Corporation shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, counsel or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms (subject to usual and comply with the terms hereof, customary limitations); and (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (viii) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person successor corporation or limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any other Issuer Party to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person unless: (a) in the case of any such transaction involving the Company, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch corporation or limited liability company, (i) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes Notes, its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by Agreement, the ParentNotes and all other Finance Documents, (iiiii) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereofhereof and (iii) the Collateral Agent shall continue to have a first priority perfected security interest in the Collateral, (iv) each of the Subsidiary Guarantors and all actions necessary in order to give effect thereto shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; andbeen performed; (b) in the Issuer may consolidate with or merge withcase of any such transaction involving a Subsidiary Guarantor, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer such Subsidiary Guarantor as an entirety, as the case may be (the “Surviving Company”)be, shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor, (2) a solvent corporation, business trust, limited partnership corporation or limited liability company (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), (ii) and, if the Issuer such Subsidiary Guarantor is not the Surviving Companysuch corporation or limited liability company, the Surviving Company (x) such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement Subsidiary Guaranty of such Subsidiary Guarantor and (y) the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereofhereof or (3) any other Person so long as the transaction is treated as a Disposition of all of the assets of such Subsidiary Guarantor for purposes of Section 10.7; (c) in the case of any such transaction involving a Subsidiary (other than a Subsidiary Guarantor), the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary as an entirety, as the case may be, shall be (ivi) such Subsidiary, the Company or any other Subsidiary or (ii) any other Person so long as the transaction is treated as a Disposition of all of the assets of such Subsidiary for purposes of Section 10.7; (d) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of the Parent and the transactions occurs reaffirms its obligations under such Subsidiary Guarantors shall have confirmed and ratified Guaranty in writing at such time pursuant to documentation that is reasonably satisfactory acceptable to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and Holders; and (ve) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuingcontinuing and the Company shall be in Pro Forma Compliance as evidenced in an Officer’s Certificate delivered to each holder of a Note at the time of such transaction. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent Company or the Issuer any Subsidiary Guarantor shall have the effect of releasing the ParentCompany or such Subsidiary Guarantor, as the Issuer case may be, or any Surviving Parent successor corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.2, from its liability under (x) this Agreement, a Note the Notes or any other Finance Document (in the case of the Company) or (y) the applicable Subsidiary Guaranty and (in the Notescase of any Subsidiary Guarantor). To the extent that Section 8.3 would otherwise be applicable with respect to any transaction involving the Company, as applicablecompliance by the Company with the provisions of this Section 10.2 shall not be deemed to excuse compliance with or otherwise prejudice Section 8.3.

Merger, Consolidation, Etc. The Issuer will not, and Guarantor will not permit the Parent to, consolidate with or merge with or into any other Person or sell, convey, transfer transfer, lease or otherwise dispose of (or cause or permit any Subsidiary of the Guarantor to sell, convey, transfer, lease (as lessoror otherwise dispose of) all or substantially all of the Guarantor's properties and assets (determined on a consolidated basis for the Guarantor and its assets in a single transaction or series of transactions to any Person except: (aSubsidiaries) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (a) either (i) the successor Guarantor shall be the continuing corporation or (ii) the Person (if other than the Guarantor) (the "Surviving Entity") formed by such consolidation or into which the survivor of such merger Guarantor is merged or the Person that acquires by sale, conveyance, transfer or lease all other disposition, or substantially all of that leases, the properties and assets of the Parent as an entiretyGuarantor, as the case may be be, substantially as an entirety (the “Surviving Parent”), x) shall be a solvent corporation, business, trust, limited partnership or limited liability company trust organized and validly existing under the laws of the United States of America or America, any state thereof (including or the District of Columbia), Canada, Switzerland, Japan, any AAA Rated Country or any European Union Country and (iiy) if the Parent is not the Surviving Parent, such Surviving Parent shall have executed and delivered to each holder of any Notes its assumption of expressly assume the due and punctual payment of all amounts due under the Guarantee Agreement and the Guarantee and the performance and or observance of each every covenant and condition of this Agreement to be performed or observed by in the Parent, Guarantee Agreement; (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vb) immediately before and after giving effect to any such transaction, (i) no Default or Event of Default shall have occurred and be continuing; and continuing and (bii) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation Guarantor or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entiretySurviving Entity, as the case may be (the “Surviving Company”)be, shall be entitled to incur $1.00 of additional Indebtedness without causing a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default Default; and (c) the Guarantor shall have occurred delivered to the holders of the Notes a certificate of a Responsible Officer of the Guarantor and be continuingan opinion of legal counsel to the Guarantor, each stating that such consolidation, merger, sale, conveyance, transfer, lease or other disposition and such assumption of obligations, if applicable, comply with this Section 7.2 and that all conditions precedent herein provided for relating to such transaction have been satisfied. No such sale, conveyance, transfer transfer, lease or lease other disposition of all or substantially all of the properties and assets of the Parent Guarantor or the Issuer any Subsidiary shall have the effect of releasing the ParentGuarantor, the Issuer or any Surviving Parent or Surviving Company or any other Person successor corporation that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 7.2 from its liability under this Agreement, a Note Guaranty and Guarantee Agreement or the Notes, as applicableGuarantees.

Merger, Consolidation, Etc. The Issuer will not, and will (a) Such Obligor shall not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person, and the Guarantor shall not sell or otherwise transfer any shares of the stock (or any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of the Company to any Person exceptunless: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent such Obligor as an entiretyentirety or the transferee of such shares of stock, as the case may be be, (any such Person, in relation to any such transaction involving the “Surviving Parent”Company a Company Successor and any such Person, in relation to any such transaction involving the Guarantor a Guarantor Successor), shall have a credit rating in respect of its long-term debt from Standard & Poor's Ratings Service (a division of McGraw Hill Companies) of 'BBB' or higher or from Moody's Investor Services, Inc. of 'Baa2' or higher; (ii) any Company Successor shall be primarily engaged in the utility business; (iii) any Company Successor or Guarantor Successor shall be a solvent corporation, business, trust, limited partnership or limited liability company corporation organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia); (iv) if any Company Successor or Guarantor Successor is not such Obligor, such Company Successor or Guarantor Successor, as the case may be, (iii) if the Parent is not the Surviving Parent, such Surviving Parent shall have executed and delivered to each holder of any Notes Noteholder its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by Agreement, the Parent, Other Agreements and the Notes and (iiiii) such Surviving Parent shall have caused to be delivered to each holder of any Notes Noteholder an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicable.;

Merger, Consolidation, Etc. The Issuer will not(a) Except as might otherwise be permitted under Section 10.7, and the Company will not permit the Parent to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, to any other Person if unless: (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch corporation or limited liability company, (x) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiy) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vii) immediately before and immediately after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person successor corporation or limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.2(a) from its liability under this Agreement, a Note Guaranty and Agreement or the Notes. (b) Except as might otherwise be permitted under Section 10.7, the Company will not permit any Restricted Subsidiary to liquidate, wind up or dissolve (or suffer any liquidation or dissolution), or merge, consolidate with or into, or convey, transfer, lease, sell, assign or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as applicableno Event of Default exists or would result therefrom: (i) any Restricted Subsidiary may merge with (x) the Company, provided that the Company shall be the continuing or surviving Person, or (y) any one or more Restricted Subsidiaries, provided that (A) when any Wholly-Owned Restricted Subsidiary is merging with another Restricted Subsidiary, such Wholly-Owned Restricted Subsidiary shall be the continuing or surviving Person and (B) when any Foreign Restricted Subsidiary is merging with a Domestic Restricted Subsidiary, such Domestic Restricted Subsidiary shall be the continuing or surviving Person; (ii) any (x) Restricted Subsidiary may sell, transfer, contribute, convey or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or to a Domestic Restricted Subsidiary; provided that if the transferor in such a transaction is a Wholly-Owned Restricted Subsidiary, then the transferee must also be a Wholly-Owned Restricted Subsidiary; and (y) any Foreign Restricted Subsidiary may sell, transfer, contribute, convey or otherwise dispose of all of its assets (upon voluntary liquidation or otherwise), to any other Foreign Restricted Subsidiary; and (iii) any Restricted Subsidiary formed solely for the purpose of effecting an acquisition may be merged or consolidated with any other Person; provided that the continuing or surviving corporation of such merger or consolidation shall be a Restricted Subsidiary.

Merger, Consolidation, Etc. (a) The Issuer will not, and will Company shall not permit the Parent to, consolidate with or merge with any other Person corporation (other than a Wholly-Owned Restricted Subsidiary) or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except(other than a Wholly-Owned Restricted Subsidiary) unless: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership or limited liability company corporation organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch corporation, such Surviving Parent corporation shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be performed or observed by reasonably satisfactory to the ParentRequired Holders), (iii) such Surviving Parent and the Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vii) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person successor corporation that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes. (b) Except for transactions that are otherwise in compliance with Section 10.8, the Company shall not permit any Restricted Subsidiary to consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person unless: (i) the Restricted Subsidiary consolidates with or merges into the Company or another Wholly-Owned Restricted Subsidiary or a Person which becomes a Wholly-Owned Restricted Subsidiary as applicablea result of such consolidation or merger; or (ii) the Restricted Subsidiary conveys, transfers or leases all or a substantial part of its assets to the Company or to another Wholly-Owned Restricted Subsidiary or to a Person which becomes a Wholly-Owned Restricted Subsidiary as a result of such conveyance, transfer or lease. (c) The Company shall not (i) permit any Restricted Subsidiary to issue shares of capital stock to any Person except the Company or another Wholly-Owned Restricted Subsidiary or (ii) sell, transfer or otherwise dispose of shares or capital stock of any of the Company's Restricted Subsidiaries other than to the Company or another Restricted Subsidiary; provided, however, that the Company may sell, transfer or otherwise dispose of shares of capital stock of any Restricted Subsidiary if such sale, transfer or disposition would be permitted pursuant to Section 10.8 hereof.

Merger, Consolidation, Etc. The Issuer Parent and the Company will not, and will not permit the Parent to, consolidate with or merge with any other Person or conveyProperty Party, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person exceptto: (a) the Parent may Subject to Section 10.2(c) below, merge into or consolidate with or merge withany other Person, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, permit any other Person if to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (iin one transaction or in a series of transactions) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of any Property Party or all or substantially all of the Parent as an entiretystock of its Subsidiaries (in each case, as the case may be (the “Surviving Parent”whether now owned or hereafter acquired), shall be a solvent corporationor liquidate or dissolve, businessexcept that, trust, limited partnership or limited liability company organized if at the time thereof and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Parent is not the Surviving Parent, such Surviving Parent shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by the Parent, (iii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, thereto no Default or Event of Default shall have occurred and be continuing; and: (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) any Person may merge into, or consolidate with, the successor formed by such consolidation Company in a transaction in which (A) the Company or the survivor of such merger Parent is the surviving entity, or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (iiB) if the Issuer Company or the Parent is not the Surviving Companysurviving entity, the Surviving Company so long as: (x) no Change in Control shall have occurred as a result of such merger; (y) such surviving entity shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement Note Documents, as applicable, and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms terms, the language of which shall be deemed approved if substantially similar to the language used in the opinion delivered at the First Closing; and comply with (z) if such surviving entity is organized and existing under the terms hereoflaws of any jurisdiction other than the United States, such documentation and/or modifications to this Agreement as reasonably requested by the Required Holders to reflect such foreign jurisdiction; (ii) any Person not a Note Party may merge into, or consolidate with, any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary not a Note Party may sell, transfer, lease or otherwise dispose of its assets to the Company or to another Subsidiary, (iv) each any Subsidiary not a Note Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Parent Company and is not materially disadvantageous to the holders of Notes, (v) any Subsidiary Guarantors which is a Note Party may merge into (or consolidate with) or liquidate or dissolve into, any other Subsidiary which is a Note Party, and (vi) any Subsidiary which is a Note Party may sell, transfer, lease or otherwise dispose of its assets to the Company or to any other Subsidiary which is a Note Party; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall have confirmed and ratified not be permitted unless also permitted by Section 10.6. The Company may propose for consideration the transfer of ownership interests in writing reasonably satisfactory all or a portion of the Pool Properties in connection with the issuance or transfer of any Equity Interests to a joint venture partner. Any such transfer shall be subject to the approval of the Required Holders its obligations under in their reasonable discretion; (b) Engage to any material extent in any business other than the Parent Guaranty ownership, development, operation and Subsidiary Guarantymanagement, respectivelyor advisory or sponsoring services, primarily of self‑storage facilities or entities that primarily own self‑storage facilities, and businesses reasonably related thereto, except as allowed by Section 10.6; or (vc) Without limiting the foregoing, prior to any sale, merger or transfer of any property or partnership interest which when aggregated with all other such mergers and sales during the immediately before preceding 12-month period is in excess of fifteen percent (15%) of Applicable Value during any 12‑month period, the Company will provide written notice of such intended transaction to the holders of Notes at least fifteen (15) Business Days prior to the intended closing date of such transaction, and provide a compliance certificate evidencing compliance with all financial covenants set forth in this Agreement after giving effect to any such transaction, no Default thereto. Any proposed merger which will result in an increase in Applicable Value by twenty‑five percent (25%) or Event of Default shall have occurred and be continuing. No such conveyance, transfer more or lease of all or substantially all of in which the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes Parent will not be the surviving or continuing Person entity will require approval in advance by the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicableRequired Holders.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Subsidiary to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to any Person (except that any Subsidiary may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any the Company or another Subsidiary (other Person than an Excluded Subsidiary) if (i1) in any such merger or consolidation involving the Company, the Company is the survivor and (2) immediately before and immediately after giving effect to any such merger, consolidation or conveyance, transfer or lease, no Default or Event of Default would exist), unless: (a) in the case of the Company, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership or limited liability company or corporation organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch surviving limited liability company or corporation, (i) such Surviving Parent limited liability company or corporation shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vb) immediately before and immediately after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and continuing (b) it being agreed that, for purposes of determining compliance with Section 10.7, such transaction shall be treated on a pro forma basis for the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all relevant period as having been consummated as of the assets last day of the Issuer as an entirety, as the case may be (the “Surviving Company”immediately preceding fiscal quarter), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person successor limited liability company or Cleco Power LLC Note Purchase Agreement corporation that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person exceptunless: (a) in the Parent may consolidate with or merge withcase of any such transaction involving the Company, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch corporation or limited liability company, (i) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiii) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and; (b) in the Issuer may consolidate with or merge withcase of any such transaction involving a Subsidiary Guarantor, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer such AZZ Inc. Note Purchase Agreement Subsidiary Guarantor as an entirety, as the case may be (the “Surviving Company”)be, shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; (2) a solvent corporation, business trust, limited partnership corporation or limited liability company (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia)) and, if such Subsidiary Guarantor is not such corporation or limited liability company, (iiA) if the Issuer is not the Surviving Company, the Surviving Company such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; or (3) any other Person so long as the transaction is treated as a disposition of all of the assets of such Subsidiary Guarantor for purposes of Section 10.6 and, based on such characterization, would be permitted pursuant to Section 10.6; (ivc) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of the Parent and the transactions occurs reaffirms its obligations under such Subsidiary Guarantors shall have confirmed and ratified Guaranty in writing at such time pursuant to documentation that is reasonably satisfactory acceptable to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and Holders; and (vd) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent Company or the Issuer any Subsidiary Guarantor shall have the effect of releasing the ParentCompany or such Subsidiary Guarantor, as the Issuer case may be, or any Surviving Parent successor corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.2, from its liability under (x) this AgreementAgreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Note Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty and the Notesin accordance with Section 9.7(b) in connection with or immediately following such conveyance, as applicabletransfer or lease.

Merger, Consolidation, Etc. The Issuer will Company shall not, and will shall not permit the Parent any of its Restricted Subsidiaries to, consolidate with or merge with any other Person corporation or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent except that a Restricted Subsidiary may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toto (x) the Company, any other (y) a Wholly-Owned Restricted Subsidiary, or (z) another Person if so long as, in the case of clause (iz), the Restricted Subsidiary is the surviving entity) unless: (a) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent as an entiretyCompany, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership or limited liability company corporation organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), and (iii) if the Parent is not the Surviving Parent, such Surviving Parent corporation shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by Agreement, the ParentOther Agreements, the Subsidiary Guaranty (iiiwhere applicable), and the Notes and (ii) such Surviving Parent shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vb) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person successor corporation that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer will Each Borrower shall not, and will not shall permit the Parent any other Credit Party or any of its or their Subsidiaries to, consolidate with or merge with any other Person corporation or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: unless: (ai) the Parent may consolidate such merger, consolidation, conveyance, transfer, or lease is with or merge withto another Credit Party, provided, that neither the Company nor any Borrower may sell or convey, otherwise transfer or lease all or substantially all of its assets in a single transaction to any Person or series of fail to survive any such merger or consolidation related transactions to, any other Person if to it; (iii) (a) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent as an entiretyany Credit Party or any of its Subsidiaries, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership or limited liability company corporation organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), (ii) and, if the Parent such Credit Party or such Subsidiary is not the Surviving Parentsuch corporation, (b) such Surviving Parent corporation shall have executed and delivered to each holder of any Notes the Administrative Agent its assumption of the obligations due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parentother Loan Documents, and (iiic) such Surviving Parent shall have caused to be delivered to each holder of any Notes the Administrative Agent an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required HoldersAdministrative Agent, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (viii) immediately before prior to such transaction and after giving effect to any such transactionthereto, no Default or Event of Default shall have occurred and be continuing; and and (iv) immediately prior to such transaction and after giving effect thereto, each Borrower would be permitted by the provisions of Section 6.04(d) hereof to incur at least $1.00 of additional Indebtedness. Notwithstanding the foregoing, Lippert may enter into the Proposed Transaction provided that: (a) xxx xxxditions set forth in clause (ii) above are satisfied; (b) the Issuer may consolidate consummation of the Proposed Transaction is in full compliance with the conditions set forth in Section 5.09 hereof; (c) the transfer or merge with, conveyance of assets are to direct or conveyindirect wholly-owned subsidiaries of Lippert; and (d) Lippert has received adequate consideration for suxx xxxxsfer. No xxxx xxnveyance, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America any Credit Party or any state thereof (including of its Subsidiaries shall have the District effect of Columbia), (ii) if releasing such Credit Party or its Subsidiaries or any successor corporation that shall theretofore have become such in the Issuer is not the Surviving Companymanner prescribed in this Section 6.02 from its liability under this Agreement, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counselNotes, or the other independent counsel reasonably satisfactory Loan Documents to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuingwhich it is a party. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in otherwise permitted under this Section 10.2 from its liability under this Agreement, 6.02 shall be permissible if it would result in a Note Guaranty and the Notes, as applicableviolation of Article VII (m) or (n) hereof.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Subsidiary to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person unless: (a) in the case of any such transaction involving the Company, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state or commonwealth thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch corporation or limited liability company, (1) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iii2) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and; (b) in the Issuer may consolidate with or merge withcase of any such transaction involving a Subsidiary Guarantor, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer such Subsidiary Guarantor as an entirety, as the case may be (the “Surviving Company”)be, shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; (2) a solvent corporation, business trust, limited partnership corporation or limited liability company (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States of America or any state or commonwealth thereof (including the District of Columbia)) and, if such Subsidiary Guarantor is not such corporation or limited liability company, (iii) if the Issuer is not the Surviving Company, the Surviving Company such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of such Subsidiary Guarantor under the this Subsidiary Guaranty Agreement and (ii) the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; or (iv3) each any other Person so long as the transaction is treated as a disposition of all of the Parent and assets of such Subsidiary Guarantor for purposes of Section 10.8 and, based on such characterization, would be permitted pursuant to Section 10.8; (c) in the case of any such transaction involving a Subsidiary Guarantors that is not a Subsidiary Guarantor, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary as an entirety, as the case may be, shall have confirmed and ratified be (1) the Company, a Subsidiary Guarantor, such Subsidiary or another Subsidiary; (2) a solvent corporation or limited liability company (other than the Company, a Subsidiary Guarantor or another Subsidiary) that concurrently becomes a Subsidiary; or (3) any other Person so long as the transaction is treated as a disposition of all of the assets of such Subsidiary for purposes of Section 10.8 and, based on such characterization, would be permitted pursuant to Section 10.8; (d) at the time such transaction or each transaction in writing reasonably satisfactory to the Required Holders such a series of transactions occurs, each Subsidiary Guarantor reaffirms its obligations under the Parent Subsidiary Guaranty and Subsidiary Guaranty, respectively, and Agreement in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (ve) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent Company or the Issuer any Subsidiary Guarantor shall have the effect of releasing the ParentCompany or such Subsidiary Guarantor, as the Issuer case may be, or any Surviving Parent successor corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.2, from its liability under (x) this AgreementAgreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty Agreement (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Note Subsidiary Guarantor, such Subsidiary Guarantor is released from the Subsidiary Guaranty and the NotesAgreement in accordance with Section 9.7(b) in connection with or immediately following such conveyance, as applicabletransfer or lease.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any of its Subsidiaries to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (aexcept that a Subsidiary of the Company may (x) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, the Company or another Subsidiary and (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.8), PROVIDED that the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any other Person if so long as: (ia) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”"SUCCESSOR COMPANY"), shall be a solvent corporation, business, trust, limited partnership or limited liability company corporation organized and existing under the laws of the United States of America America, any State thereof or any state thereof (including the District of Columbia), ; (iib) if the Parent Company is not the Surviving ParentSuccessor Company, such Surviving Parent Successor Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be performed or observed by reasonably satisfactory to the ParentRequired Holders), (iii) such Surviving Parent and the Company shall have caused to be delivered to each holder of any Notes an opinion of Xxxxxx Xxxxxx & Xxxxx, Xxxxxxx and Xxxxxx or other nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms (except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and comply with similar laws affecting the terms hereof, enforcement of creditors' rights generally and by general equitable principles); (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (vc) immediately before and after giving effect to any such transaction, : (i) no Default or Event of Default shall have occurred and would exist, and (ii) the Successor Company would be continuingpermitted by the provisions of Section 10.2 hereof to incur at least $1.00 of additional Consolidated Debt; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entirety, as the case may be (the “Surviving Company”), shall be a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (ivd) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified Guarantor confirms in writing reasonably satisfactory to the Required Holders its obligations under and pursuant to the Parent Guaranty and Subsidiary GuarantyAgreement; PROVIDED, respectivelyHOWEVER, and (v) immediately before and after giving effect to any such transaction, that no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer Company (or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 successor) from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Subsidiary to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person unless: (a) in the case of any such transaction involving the Company, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch corporation or limited liability company, (i) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiii) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and; (b) in the Issuer may consolidate with or merge withcase of any such transaction involving a Subsidiary, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer such Subsidiary as an entirety, as the case may be (the “Surviving Company”)be, shall be (1) the Company, (2) another Subsidiary; or (3) any other Person so long as such other Person becomes a solvent corporation, business trust, limited partnership or limited liability company organized and existing under the laws Subsidiary as of the United States of America or any state thereof (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption effective time of the due and punctual performance and observance transaction or the transaction is treated as a disposition of each covenant and condition all of the this Agreement and assets of such Subsidiary for purposes of Section 10.3 and, based on such characterization, would be permitted pursuant to Section 10.3; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the Notes time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel documentation that is reasonably satisfactory acceptable to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (vd) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent Company or the Issuer any Subsidiary shall have the effect of releasing the ParentCompany or such Subsidiary, as the Issuer case may be, or any Surviving Parent successor corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.2, from its liability under (x) this AgreementAgreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Note Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty and the Notesin accordance with Section 9.7(b) in connection with or immediately following such conveyance, as applicabletransfer or lease.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) the Parent may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions toto any Person unless: (a) in the case of any such transaction involving the Company, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent corporation, business, trust, limited partnership corporation or limited liability company organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia), (ii) and, if the Parent Company is not the Surviving Parentsuch corporation or limited liability company, (i) such Surviving Parent corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the Parent, Notes and (iiiii) such Surviving Parent corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, and (v) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and; (b) in the Issuer may consolidate with or merge withcase of any such transaction involving a Subsidiary Guarantor, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer such Subsidiary Guarantor as an entirety, as the case may be (the “Surviving Company”)be, shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; (2) a solvent corporation, business trust, limited partnership corporation or limited liability company (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States of America or any state thereof (including the District of Columbia)) and, if such Subsidiary Guarantor is not such corporation or limited liability company, (iiA) if the Issuer is not the Surviving Company, the Surviving Company such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Notes to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; (ivc) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of the Parent and the transactions occurs reaffirms its obligations under such Subsidiary Guarantors shall have confirmed and ratified Guaranty in writing at such time pursuant to documentation that is reasonably satisfactory acceptable to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and Holders; and (vd) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing. U-Haul Holding Company Note Purchase Agreement No such conveyance, transfer or lease of all or substantially all of the assets of the Parent Company or the Issuer any Subsidiary Guarantor shall have the effect of releasing the ParentCompany or such Subsidiary Guarantor, as the Issuer case may be, or any Surviving Parent successor corporation or Surviving Company or any other Person limited liability company that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 10.2, from its liability under (x) this AgreementAgreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Note Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty and the Notesin accordance with Section 9.7(b) in connection with or immediately following such conveyance, as applicabletransfer or lease.

Merger, Consolidation, Etc. The Issuer Company will not, and will not permit the Parent any Restricted Subsidiary to, consolidate with or merge with any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets in a single transaction or series of transactions to any Person exceptPerson; provided that: (a) the Parent any Restricted Subsidiary may (1) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other Person so long as the surviving or continuing entity is a Restricted Subsidiary or (2) convey, transfer or lease all or substantially all of its assets in compliance with the provisions of Section 10.9; and (b) the Company may consolidate or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, any other Person if so long as: (i1) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent Company as an entirety, as the case may be (the “Surviving Parent”)be, shall be a solvent U.S. Entity or corporation, business, trust, limited partnership or limited liability company or comparable entity organized and existing under the laws of the United States of America or any state thereof other Permitted Jurisdiction; (including the District of Columbia), (ii2) if the Parent Company is not the Surviving Parentsuch corporation, limited liability company or comparable entity, (i) such Surviving Parent corporation, limited liability company or comparable entity shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by and the ParentNotes, (iiiii) such Surviving Parent corporation, limited liability company or comparable entity shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (iv) each of the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under its Subsidiary Guaranty, hereof and (viii) immediately before and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; and (b) the Issuer may consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to, any other Person if (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer as an entiretyCompany, as the case may be (the “Surviving Company”)be, shall be is not a solvent U.S. Entity, such corporation, business trust, limited partnership or limited liability company organized and existing under or comparable entity shall have provided to the laws holders evidence of the acceptance by a nationally recognized registered agent of its appointment of designation as such corporation’s, limited liability company’s or comparable entity’s agent to receive, for it and on its behalf, service of process in the United States States, for the period from the date of America such consolidation or any state thereof merger or conveyance, transfer or lease to November 15, 2029 (including the District of Columbia), (ii) if the Issuer is not the Surviving Company, the Surviving Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of the this Agreement and the Notes payment in full of all fees in respect thereof); (3) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time of such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to be performed or observed by the Issuer, (iii) such Surviving Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel documentation that is reasonably satisfactory acceptable to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, ; and (iv) each of the Parent and the Subsidiary Guarantors shall have confirmed and ratified in writing reasonably satisfactory to the Required Holders its obligations under the Parent Guaranty and Subsidiary Guaranty, respectively, and (v4) immediately before and immediately after giving effect to such transaction or each transaction in any such transactionseries of transactions, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer Company shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person successor corporation, limited liability company or comparable entity that becomes the surviving or continuing Person shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and Agreement or the Notes, as applicable.