Common use of on Certain Terms Clause in Contracts

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing Subject to the provisions of Section 9.3, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Issuer with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may beIssuer), or successive consolidations or mergers in which the Company, Issuer or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyancelease, transfer exchange or lease other disposition of all or substantially all the property and assets of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Issuer to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may beIssuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) immediately after such consolidation, merger, sale, lease, exchange or other disposition of the Company is corporation (whether the surviving Person, Issuer or the Person such other corporation) formed by or surviving any such consolidation or merger (if other than the Company) merger, or to which such sale, conveyancelease, transfer exchange or lease other disposition shall have been made, shall not be in default in the performance or observance of property is made is a Person organized and existing under the laws any of the United States or any State thereof or the District of Columbiaterms, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Issuer; (b) the corporation (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation organized under the laws of the United States of America, any state thereof or the District of Columbia; and (c) the due and punctual payment of the principal of and interest, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee Trustee, by the Person corporation (if other than the Issuer) formed by such consolidation, or into which the Company Issuer shall have been merged, or by the Person corporation which shall have acquired or leased such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Issuer with or into any other Person or Persons (whether or not affiliated with the Company, as the case may beIssuer), or successive consolidations or mergers in which the Company, Issuer or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyancelease, transfer exchange or lease other disposition of all or substantially all the property and assets of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Issuer to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may beIssuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) the Company is the surviving Personimmediately after giving effect to such consolidation, merger, sale, lease, exchange or other disposition of the Person (whether the Issuer or such other Person) formed by or surviving any such consolidation or merger (if other than the Company) merger, or to which such sale, conveyancelease, transfer exchange or lease other disposition shall have been made, no Event of property is made is Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (b) the Person (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a Person corporation or partnership organized and existing under the laws of the United States or of America, any State state thereof or the District of Columbia, ; and (bc) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premiuminterest, if any) and interest , on all the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Issuer, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee Trustee, by the Person (if other than the Issuer) formed by such consolidation, or into which the Company Issuer shall have been merged, or by the Person which shall have acquired or leased such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation consolidation, amalgamation or merger of the Company with or into any other Person or Persons (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, assignment, conveyance, transfer or lease of the property properties and assets of the Company, or its successor or successors, as the case may be, Company as an entirety, entirety or substantially as an entirety, entirety to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized lawfully entitled to acquire and operate the same; provided, that (a) however, the Company is the surviving Personhereby covenants and agrees, that it shall not, in a single transaction or series of related transactions, consolidate, amalgamate or merge with or into any other Person or Persons, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such salesell, conveyanceassign, convey, transfer or lease of property is made is a Person organized its properties and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company assets as an entirety, entirety or substantially as an entirety, to any other Person, entirety unless (i) the due and punctual payment of the principal of (and premium, if any) , and interest on all of the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and any Securities hereunder to be kept or performed by the Company Company, shall be expressly assumed, by indenture supplemental indenture (which shall conform hereto, in form reasonably satisfactory to the provisions of the Trust Indenture ActTrustee, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such propertyproperties and assets, as (ii) the case may beCompany shall be the continuing corporation or the Person, if other than the Company, formed by such consolidation or with which or into which the Company is merged or the Person or group of affiliated Persons to which all or substantially all the Company’s properties and assets are sold, assigned, conveyed, transferred or leased is a corporation organized and existing under the laws of the United States and any of its states or the District of Columbia, (ciii) immediately after giving effect to the transaction, there shall be no Default under this Indenture and (iv) the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, sale, assignment, merger, sale, conveyance, transfer or leaselease and, no Default or Event of Default shall if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have occurred and be continuingbeen complied with.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of obsex- xxxxx xx all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Personentity, or the Person entity formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person corporation, partnership, trust or other entity organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company is not the surviving Person or entity, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumedassumed by the surviving entity, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effecteffect applicable to indentures qualified thereunder) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company shall have been merged, or by the Person entity which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing, (d) such consolidation, merger, sale, conveyance, transfer or lease is permitted under the Declaration and Preferred Securities Guarantee and does not give rise to any breach or violation of the Declaration or Preferred Securities Guarantee, and (e) each company that is an insurance subsidiary of the Company immediately prior to the transaction shall, immediately after such transaction, have an A.M. Best financial strength rating equal to or higher than the rating assigned to such subsidiary immediately prior to the transaction.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person corporation or corporations organized under the laws of a domestic jurisdiction (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successorsCorporation, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of the property of the Company, or its successor or successorsCorporation, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person corporation organized under the laws of a domestic jurisdiction (whether or not affiliated with the CompanyCorporation, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, that (a) the Company is the surviving PersonCorporation hereby covenants and agrees that, or the Person formed by or surviving upon any such consolidation or merger (if other than the Company) or to which such consolidation, merger, sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Persondisposition, the due and punctual payment payment, in the case of the Corporation, of the principal of (and premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the Company Corporation as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Debt Trustee executed and delivered to the Debt Trustee by the Person entity formed by such consolidation, or into which the Company Corporation, as the case may be, shall have been merged, or by the Person entity which shall have acquired such property; provided, as the case may befurther, and (c) that after giving effect to such consolidation, merger, sale, conveyance, transfer or leasethereto, no Default or Event of Default shall have occurred and be continuingcontinuing hereunder.

on Certain Terms. Nothing contained in this Indenture The Company ---------------------------- covenants that it will not merge or in consolidate with any other corporation or sell or convey all or substantially all of the Securities shall prevent its assets to any consolidation or merger of Person unless (i) either the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Personcontinuing corporation, or the Person formed by or surviving any such consolidation or merger successor corporation (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is shall be a Person corporation organized and existing under the laws of the United States of America or any a State thereof or the District of Columbia, Columbia and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform satisfactory to the provisions of the Trust Indenture ActTrustee, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidationcorporation, or into which (ii) the Company shall have been merged, or by the Person which shall have acquired such propertysuccessor corporation, as the case may be, and shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition, (ciii) after giving effect in the case of Securities of a series issued to a DPL Trust, such consolidation, merger, salesale or conveyance is permitted under the relevant Trust Agreement and DPL Guarantee and does not give rise to any breach or violation of such Trust Agreement or DPL Guarantee , and (iv) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of all Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such merger, consolidation, sale or conveyance, transfer and that such holders will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such merger, consolidation, sale or lease, no Default or Event of Default shall have occurred and be continuingconveyance had not occurred.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, provided that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company Corporation is not the surviving Person or Person, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company Corporation is not the surviving Person or Person, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) be authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the -------- Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing Subject to any modification contained in this any indenture supplemental hereto under which any series of Securities is issued and subject to the provisions of Section 12.02 of the Indenture, nothing contained in the Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Guarantor with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may beGuarantor), or successive consolidations or mergers in which the Company, Guarantor or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer sale or lease conveyance of all or substantially all the property of the CompanyGuarantor, to party or parties, or its successor shall prevent any sale or successors, as the case may be, as an entirety, conveyance of all or substantially as an entiretyall the property of the Guarantor, to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may beGuarantor) authorized to acquire and operate the same; providedprovided however, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, sale or conveyance, other than a consolidation or merger in which the Company Guarantor is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personcontinuing corporation, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor Guarantee and the due and punctual performance and observance of all of the covenants and conditions of this the Indenture and in such series to be kept or performed by the Company Guarantor, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person corporation (if other than the Guarantor) formed by such consolidation, or into which the Company Guarantor shall have been merged, or by the Person corporation which shall have acquired such property; and provided further that the Guarantor or such successor corporation, as the case may be, and (c) shall not immediately after giving effect to such merger, consolidation, merger, sale, or such sale or conveyance, transfer be in default in the performance of any such covenant or lease, no Default or Event of Default shall have occurred and be continuingcondition.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company or the Guarantor with or into any other Person corporation or corporations (whether or not affiliated with the CompanyCompany or the Guarantor, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successorsthe Guarantor, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of the property of the Company, Company or its successor or successorsthe Guarantor, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person corporation (whether or not affiliated with the CompanyCompany and the Guarantor, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) -------- however, the Company is and the surviving PersonGuarantor hereby covenant and agree that, or the Person formed by or surviving upon any ------- such consolidation or merger (if other than the Company) or to which such consolidation, merger, sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Persondisposition, the due and punctual payment payment, in the case of the Company, of the principal of (and premium, if any) and interest on all of the Debt Securities of all series in accordance with the terms of each series, according to their tenor or, in the case of the Guarantor, the performance of all obligations under the Guarantees, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the Company or the Guarantor, as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company or the Guarantor, as the case may be, shall have been merged, or by the Person entity which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated 50 with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture ActAct of 1939, as then in effect) satisfactory in form to the Trustee Trustee, and executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.which

on Certain Terms. Nothing contained in this Indenture or in any of the Securities of any series shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities of each series according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, and executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, Company or its successor or successors, as the case may be, successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture ActAct of 1939, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, 47 54 merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) be authorized to acquire and operate the same; providedPROVIDED, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease of all or substantially all of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Company to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease shall be upon the condition that (a) immediately after such consolidation, merger, sale, conveyance or lease the corporation (whether the Company is the surviving Person, or the Person such other corporation) formed by or surviving any such consolidation or merger (if other than the Company) merger, or to which such sale, conveyance, transfer conveyance or lease shall have been made, shall not be in default in the performance or observance of property is made is a Person organized and existing under the laws any of the United States or any State thereof or the District of Columbiaterms, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Company; (b) the corporation (if other than the Company) formed by or surviving any such consolidation or merger or to which such sale, conveyance or lease shall have been made, shall be a corporation organized under the laws of the United States of America or any state thereof; and (c) the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person Corporation (if other than the 61 70 Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person corporation which shall have acquired or leased such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, provided that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company Corporation is not the surviving Person or Person, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing Subject to --------------------------------------------- the provisions of Section 12.2, nothing contained in this Indenture or in any of ------------ the Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease (or successive sales, conveyances or leases) of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person corporation (whether or not affiliated with the Company), or its successor or successors, as the case may be) authorized to acquire and operate the same; providedsame and which, that (a) the Company is the surviving Personin each case, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person shall be organized and existing under the laws of the United States or of America, any State state thereof or the District of Columbia; provided, and (b) that upon -------- any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyanceconveyance or lease, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, (i) the due and punctual payment of the principal of (and premium, if any) , and interest on all of the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person corporation which shall have acquired or leased such property, as and such supplemental indenture shall provide for the case may be, applicable conversion rights set forth in Section 15.6. and (cii) ------------ immediately before and immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or leasetransaction, no Default default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, Company or its successor or successors, as the case may be, successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall 60 have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, and assets as an entirety, entirety or substantially as an entirety, entirety to any other Person (whether if the securities issued in exchange for the Securities in such transaction shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or not affiliated thereafter issued in accordance with the Company, or its successor or successors, terms of this Indenture as though all of such Securities had been issued at the case may be) authorized to acquire and operate date of the sameexecution hereof; provided, however, that (a) the Company is the surviving Personshall not consolidate with or merge into any -------- ------- other Person or sell, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyanceconvey, transfer or lease of property its properties and assets as an entirety or substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company, unless (i) in case the Company consolidates with or merges into another Person or sells, conveys or transfers its properties and assets as an entirety or substantially as an entirety to any Person, the successor Person is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which successor Person expressly assumes the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest Company's obligations on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (cii) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or leasethereto, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person corporation (whether or not affiliated with the Company, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving upon any such consolidation or merger (if other than the Company) or to which such consolidation, merger, sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Persondisposition, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person entity which shall have acquired such property, as the case may be, and (cb) after giving effect to such consolidation, merger, sale, conveyance, transfer or leaseother disposition, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the CompanyCorporation, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which 61 70 such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Corporation, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation consolidation, amalgamation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations consolidations, amalgamations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease of all or substantially all of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Company to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, amalgamation, merger, sale, conveyance or lease shall be upon the condition that (a) immediately after such consolidation, amalgamation, merger, sale, conveyance or lease the corporation (whether the Company is the surviving Person, or the Person such other corporation) formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the Company) merger, or to which such sale, conveyance, transfer conveyance or lease shall have been made, shall not be in default in the performance or observance of property is made is a Person organized and existing under the laws any of the United States or any State thereof or the District of Columbiaterms, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Company; (b) the corporation (if other than the Company) formed by or surviving any such consolidation, amalgamation or merger or to which such sale, conveyance or lease shall have been made, shall be a corporation organized under the laws of the United States of America or any state thereof; and (c) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person Corporation (if other than the Company) formed by such consolidationconsolidation or amalgamation, or into which the Company shall have been merged, or by the Person corporation which shall have acquired or leased such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the -------- Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, be and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default, or any event which, after notice or lapse of time or both, would become a Default or an Event of Default, shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Personentity, or the Person entity formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person corporation, partnership, trust or other entity organized and existing under the laws of the United States or any State thereof or thereof, the District of Columbia, and Bermuda or the Cayman Islands, (b) upon any such consolidation or merger in which if the Company is not the surviving Person or entity, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumedassumed by the surviving entity, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effecteffect applicable to indentures qualified thereunder) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company shall have been merged, or by the Person entity which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities Junior Subordinated Debentures shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities Junior Subordinated Debentures according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Debenture Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, provided that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on and the Applicable Put Price with respect to the Securities according to their tenor and the due and punctual performance and observance of all the obligations, covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture ActAct of 1939, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, shall have been merged, or by the Person which shall have acquired such property, as the case may be, be and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations consolida- tions or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by -------- or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person or Persons (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, conveyance or transfer or lease of the property properties and assets of the Company, or its successor or successors, as the case may be, Company as an entirety, entirety or substantially as an entirety, entirety to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized lawfully entitled to acquire and operate the same; provided, that (a) however, and the Company is the surviving Personhereby covenants and agrees, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) that upon any such consolidation consolidation, merger, conveyance or merger in which the Company is not the surviving Person or any such saletransfer, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, (i) the due and punctual payment of the principal of (and premium, if any) , and interest on all of the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed, by indenture supplemental indenture (which shall conform hereto, in form reasonably satisfactory to the provisions of the Trust Indenture ActTrustee, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may beproperties and assets, and (cii) after giving effect the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, saleconveyance or transfer and, conveyanceif a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Guarantor with or into any other Person or Persons (whether or not affiliated with the Guarantor), or successive consolidations or mergers in which the Guarantor or its successor or successors shall be a party or parties, or shall prevent any conveyance or transfer of the properties and assets of the Guarantor as an entirety or leasesubstantially as an entirety to any other Person (whether or not affiliated with the Guarantor) lawfully entitled to acquire the same; provided, no Default however, and the Guarantor hereby covenants and agrees, that upon any such consolidation, merger, conveyance or Event transfer, all of Default the obligations of the Guarantor under the Guarantee and the performance of every covenant of the Guarantee and this Indenture to be performed by Guarantor, shall be expressly assumed, by indenture supplemental hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person (if other than the Guarantor) formed by such consolidation, or into which the Guarantor shall have occurred been merged, or by the Person which shall have acquired such properties and be continuingassets, and (ii) the Guarantor shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company Corporation is not the surviving Person or Person, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Trustee Debenture Trustee, executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, Company or its successor or successors, as the case may be, successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture ActAct of 1939, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) be authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws law of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect, to the extent required by the Trust Indenture Act) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing Subject to ----------------------------------------------- the provisions of Section 12.2, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of the Company with or into any other Person or Persons (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease (or successive sales, conveyances or leases) of all or substantially all of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company), or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, same and that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person shall be organized and existing under the laws of the United States or of America, any State state thereof or the District of ColumbiaColumbia or any other country, if the merger, consolidation or other transaction would not impair the rights of the holders of the Notes; provided, however, that upon any such consolidation, merger, sale, conveyance or lease, (a) no default or Event of Default shall have occurred and be continuing immediately following such merger, consolidation or other transaction, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities Notes, according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person which that shall have acquired or leased such property, as and such supplemental indenture shall provide for the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingapplicable conversion rights set forth in Section 15.6.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; providedPROVIDED, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance obser- xxxxx of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated affili ated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, be and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Personentity, or the Person entity formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person corporation, partnership, trust or other entity organized and existing under the laws of the United States or any State thereof or thereof, the District of Columbia, and Bermuda or the Cayman Islands, (b) upon any such consolidation or merger in which if the Company is not the surviving Person or entity, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumedassumed by the surviving entity, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effecteffect applicable to indentures qualified thereunder) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company shall have been merged, or by the Person entity which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing, and (d) such consolidation, merger, sale, conveyance, transfer or lease is permitted under the Declaration and Preferred Securities Guarantee and does not give rise to any breach or violation of the Declaration or Preferred Securities Guarantee.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, provided that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company Corporation is not the surviving Person or Person, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing. Notwithstanding the foregoing, nothing herein shall be deemed to restrict or prohibit, and no supplemental indenture shall be required in the case of, the merger of a Principal Subsidiary Bank with and into a Principal Subsidiary Bank or the Corporation, the consolidation of Principal Subsidiary Banks into a Principal Subsidiary Bank or the Corporation, or the sale or other disposition of all or substantially all of the assets of any Principal Subsidiary Bank to another Principal Subsidiary Bank or the Corporation, if, in any such case in which the surviving, resulting or acquiring entity is not the Corporation, the Corporation would own, directly or indirectly, at least 80% of the voting securities of the Principal Subsidiary Bank (and of any other Principal Subsidiary Bank any voting securities of which are owned, directly or indirectly, by such Principal Subsidiary Bank) surviving such merger, resulting from such consolidation or acquiring such assets.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, and assets as an entirety, entirety or substantially as an entiretyentirety to any Person if the securities issued in exchange for the Securities in such transaction shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Indentures had been issued at the date of the execution hereof; provided, to however, that the Company shall not consolidate with or merge into any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyanceconvey, transfer or lease of property its properties and assets as an entirety or substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company, unless (i) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which successor Person expressly assumes the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest Company's obligations on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (cii) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or leasethereto, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of ColumbiaColumbia and is the ultimate parent entity of the organization with which the Company is engaging in such transaction, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been mergedmerged (or its ultimate parent entity), or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities Debentures shall prevent (i) any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, provided that the corporation or successive acquiring corporations shall prevent have a class of equity securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, and that the Debentures shall thereafter be convertible into such class of equity securities, or (ii) any sale, conveyance, transfer or lease conveyance of assets not exceeding 10% of the property consolidated net tangible assets of the Company, the assumption of otherwise prohibited liens or its successor or successorssale and leaseback of assets owned by the Company as of the date of this Debenture, as or, provided that the case may be, as an entirety, or substantially as an entiretyaggregate amount of the otherwise prohibited liens and the present value of the sale and leaseback transactions does not exceed 25% of the consolidated net tangible assets of the Company, to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, that (a) in the event of a sale or conveyance of assets the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized hereby covenants and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) agrees that upon any such sale or conveyance, and upon any such merger or consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personcorporation, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities Debentures, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture the Debentures to be kept or performed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee assumed by the Person corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person corporation which shall have acquired such property, and immediately after such consolidation, merger, or acquisition, the Company, its Subsidiaries, or such successor corporation, as the case may be, and (c) after giving effect to shall not be or become in violation of any of the terms, covenants or conditions of the Debentures. In case of any such consolidation, merger, sale, or conveyance, transfer or lease, no Default or Event of Default shall have occurred changes in phraseology and form (but not in substance) may be continuingmade in the Debentures thereafter to be issued as may be appropriate.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the -------- Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default, or any event which, after notice or lapse of time or both, would become a Default or an Event of Default, shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer sale or lease conveyance of all or substantially all of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Company to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; providedPROVIDED, HOWEVER, and the Company hereby covenants and agrees, that any such consolidation, merger, sale or conveyance shall be upon the condition that (a) immediately after such consolidation, merger, sale or conveyance the corporation (whether the Company is the surviving Person, or the Person such other corporation) formed by or surviving any such consolidation or merger (if other than the Company) merger, or to which such salesale or conveyance shall have been made, conveyance, transfer shall not be in default in the performance or lease observance of property is made is a Person organized and existing under the laws any of the United States or any State thereof or the District of Columbiaterms, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Company; (b) the corporation (if other than the Company) formed by or surviving any such consolidation or merger, or to which such sale or conveyance shall have been made, shall be a corporation organized under the laws of the United States of America or any state thereof; and (c) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person corporation which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease of all or substantially all the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) however, and the Company is the surviving Personhereby covenants and agrees, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) that upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer conveyance or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest interest, if any, on all of the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person corporation which shall have acquired or leased such property, and provided further, that such corporation shall be a solvent corporation organized under the laws of the United States of America or a State thereof or the District of Columbia. The Company will not so consolidate or merge, or make any such sale, lease or other disposition, and the Company will not permit any other corporation to merge into the Company, unless immediately after the proposed consolidation, merger, sale, lease or other disposition, and after giving effect thereto, the Company or such successor corporation, as the case may be, and (c) after giving effect to such consolidationwill not be in default in the performance or observance of any of the terms, mergercovenants, sale, conveyance, transfer agreements or lease, no Default or Event of Default shall have occurred and be continuingconditions contained in this Indenture.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the CompanyCorporation, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation -------- is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Corporation, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation consolidation, conversion or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations consolidations, conversions or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, Company or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation consolidation, conversion or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, conversion, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, and executed and delivered to the Trustee by the Person formed by such consolidationconsolidation or conversion, or into which the Company shall have been converted or merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, conversion, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, conversion, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, be and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person person (whether or not affiliated with the Company, or its successor or successors, as the case may be, or its successors or successors) authorized to acquire and operate the same; provided, provided that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease, and the assumption by any successor entity, and such supplemental indenture comply with this Article X and that all conditions precedent herein provided for relating to such transaction have been complied with.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; providedPROVIDED, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default, or any event which, after notice or lapse of time or both, would become a Default or an Event of Default, shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.

on Certain Terms. Nothing contained in this Indenture The Company covenants that it will not merge or in consolidate with any other Corporation or sell, assign, transfer, lease or otherwise convey all or substantially all of the Securities shall prevent its property or assets to any consolidation or merger of Person, unless (i) either the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Personcontinuing Corporation, or the successor Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is shall be a Person Corporation organized and existing under the laws of the United States of America or any State a state thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, Corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any) ), interest, if any, and interest Additional Amounts, if any, on all the Securities and any Coupons, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, Corporation by supplemental indenture (which shall conform satisfactory to the provisions of the Trust Indenture ActTrustee, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by such Corporation, (ii) each Guarantor shall, by supplemental indenture, confirm that their Guarantee shall apply to the Person formed surviving entity's obligations under the Securities and this Indenture, as modified by such consolidationsupplemental indenture, or into which and confirm the due and punctual performance of the Guarantee and the covenants of the Guarantor in this Indenture, and (iii) the Company shall have been merged, or by the Person which shall have acquired such propertysuccessor Corporation, as the case may be, and (c) shall not, immediately after giving effect to such merger or consolidation, mergeror such sale or conveyance, be in default in the performance of any such covenant or condition. For purposes of the foregoing, any sale, conveyanceassignment, transfer, lease or other conveyance of the properties and assets of one or more Significant Subsidiaries (other than to the Company or another Subsidiary of the Company), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or lease, no Default or Event substantially all of Default shall have occurred the properties and be continuingassets of the Company.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.ac-

on Certain Terms. Nothing Subject to the provisions of Section 12.02, nothing contained in this Indenture or in any of the Securities -68- Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease (or successive sales, conveyances or leases) of the property of the Company, or its successor or successors, as the case may be, as an entirety, all or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease all of the property of the Company as an entirety, or substantially as an entirety, to any other Personcorporation (whether or not affiliated with the Company) authorized to acquire and operate the same and which shall be organized under the laws of a State of the United States or the District of Columbia; provided, however, and the Company hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or lease, the due and punctual payment of the principal of (and an premium, if any) , and interest on all of the Securities Debentures, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person corporation which shall have acquired or leased such property, as . In the case may be, and (c) after giving effect to event of any such consolidation, merger, sale, sale or conveyance, transfer or but not any such lease, no Default the Company or Event of Default any successor corporation which shall theretofore have occurred become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Debentures and may be continuingliquidated and dissolved.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or States, any State thereof or the District of ColumbiaColumbia or the Commonwealth of Puerto Rico, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, be and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default, or any event which, after notice or lapse of time or both, would become a Default or an Event of Default, shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture ActAct of 1939, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing, and (d) to the extent the Securities are rated by a nationally recognized statistical rating organization, such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization which theretofore has rated such Securities.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company or the Guarantor with or into any other Person corporation or corporations (whether or not affiliated with the CompanyCompany or the Guarantor, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successorsthe Guarantor, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of the property of the Company, Company or its successor or successorsthe Guarantor, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person corporation (whether or not affiliated with the CompanyCompany and the Guarantor, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) however, the Company is and the surviving PersonGuarantor hereby covenant and agree that, or the Person formed by or surviving upon any such consolidation or merger (if other than the Company) or to which such consolidation, merger, sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Persondisposition, the due and punctual payment payment, in the case of the Company, of the principal of (and premium, if any) and interest on all of the Securities Securities, according to their tenor or, in the case of the Guarantor, the performance of all obligations under the Guarantees, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company or the Guarantor, as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company or the Guarantor, as the case may be, shall have been merged, or by the Person entity which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; providedPROVIDED, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company Corporation is not the surviving Person or Person, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person corporation, partnership, trust or other entity organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company Corporation is not the surviving Person or Person, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing, and (d) such consolidation, merger, sale, conveyance, transfer or lease is permitted under the Declaration and Preferred Securities Guarantee and does not give rise to any breach or violation of the Declaration or Preferred Securities Guarantee.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) -------- the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person which shall have acquired ac- quired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation consolidation, conversion or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations consolidations, conversions or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, Company or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation consolidation, conversion or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, conversion, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture inden- ture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, and executed and delivered to the Trustee by the Person formed by such consolidationconsolidation or conversion, or into which the Company shall have been converted or merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, conversion, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, conversion, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation, limited partnership, limited liability company or other entity (whether or not affiliated with the Company, as the case may be), ) or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer sale or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease conveyance of the property of the Company as an entirety, or substantially as an entirety, to any other Personcorporation, limited partnership, limited liability company or other entity (whether or not affiliated with the Company) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale or conveyance shall be upon the condition that (a) immediately after such consolidation, merger, sale or conveyance no Event of Default, and no event that upon notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing with respect to the entity (whether the Company or such other entity) formed by or surviving any such consolidation or merger, or to which such sale or conveyance shall have been made; (b) the entity (if other than the Company) formed by or surviving any such consolidation or merger, or to which such sale or conveyance shall have been made, shall be organized under the laws of the United States of America or any State thereof; and (c) the due and punctual payment of the principal of (and of, premium, if any) , and interest on all of the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept performed or performed observed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to complying with the provisions requirements of the Trust Indenture ActArticle Nine, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company shall have been merged, or by the Person which entity that shall have acquired such property. If at any time there shall be any consolidation or merger or sale or conveyance of property to which the covenant of this Section 10.01 is applicable, as then in any such event the case may be, and (c) after giving effect successor entity will promptly deliver to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.the Trustee: