Common use of Rights and Duties of Successor Corporation Clause in Contracts

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporationentity, such successor corporation entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporationentity, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationentity, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, consolidation or merger, sale, lease or conveyance and upon any such assumption by or transfer of the successor corporationassets of the Company as an entirety or virtually as an entirety in accordance with Section 10.01, such successor corporation the Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, corporation shall be relieved of any further obligation under this the Indenture and the Debt Securities. Such successor corporation The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationthe Successor Company, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt Securities which such successor corporation the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease sale or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Debt Securities appertaining thereto thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, consolidation or merger, sale, lease or conveyance and upon any such assumption by or transfer of the successor corporationassets of the Company as an entirety or virtually as an entirety in accordance with Section 10.01, such successor corporation the Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, corporation shall be relieved of any further obligation under this the Indenture and the Securities. Such successor corporation The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationthe Successor Company, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities and Coupons, if any, appertaining thereto, which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt Securities and Coupons, if any, appertaining thereto, which such successor corporation the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities and Coupons, if any, appertaining thereto so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities and Coupons, if any, appertaining thereto theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities and Coupons had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease sale or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Debt Securities and Coupons, if any, appertaining thereto thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, corporation shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. (a) In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. . (b) In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesSecurities and coupons. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities and coupons issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities and coupons which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities or coupons which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities and coupons so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities and coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and coupons had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities and coupons thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of Upon any such consolidation, merger, sale, lease consolidation or conveyance and upon any such assumption merger by the successor corporationCompany with or into any other corporation or any conveyance, such transfer or lease of the properties and assets of the Company substantially as an entirety to any Person, in accordance with Section 8.01, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Company, Company under this Indenture with the same effect as if it such successor corporation had been named herein as the party of the first partCompany herein, and the predecessor corporationthereafter, except in the event case of a leaselease to another Person, the predecessor corporation shall be relieved of any further obligation all obligations and covenants under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease sale or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeUnit Agent; and, upon the order Issuer Order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Unit Agreement prescribed, the Trustee Unit Agent shall authenticate and shall deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Unit Agent for authentication, and any Securities Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Unit Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Unit Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Unit Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease sale or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first partCompany, and the predecessor corporation, except in the event of a lease, corporation shall be relieved of any further obligation under this Indenture and the SecuritiesIndenture. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease sale or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease lease, conveyance or conveyance other disposition and upon any such assumption by the successor corporationPerson, such successor corporation Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationPerson, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which that such successor corporation Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease lease, conveyance or conveyanceother disposition, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the CompanyPartnership, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyPartnership, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Partnership and delivered to the Trustee; and, upon the order of such successor corporation, instead of the CompanyPartnership, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Partnership to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the a successor corporation, such successor corporation shall succeed to and be substituted for the Companyapplicable Obligor, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and Indenture, the SecuritiesSecurities and, as applicable, the Guarantees. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Companysuch Obligor, any or all of the Securities or Guarantees, as applicable, issuable hereunder which theretofore shall not have been signed by the Company such Obligor and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Companysuch Obligor, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities or Guarantees, as applicable, which previously shall have been signed and delivered by the officers of the Company such Obligor to the Trustee for authentication, and any Securities or Guarantees, as applicable, which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities and/or Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities and Guarantees theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and Guarantees had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyDominion Resources, Inc., any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergersale, saleassignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporationCompany and, except in the event case of a lease, the Company shall be relieved of any further obligation all of its covenants and obligations under this Indenture Agreement and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyPPL Corporation, any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, consolidation or merger, sale, lease or conveyance and upon any such assumption by or transfer of the successor corporationassets of the Company as an entirety or virtually as an entirety in accordance with Section 10.01, such successor corporation the Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, corporation shall be relieved of any further obligation under this the Indenture and the Securities. Such successor corporation The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationthe Successor Company, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt Securities which such successor corporation the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease sale or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Debt Securities appertaining thereto thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporationPerson, such successor corporation Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Cendant Corporation any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of ------------------------------------------ any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Indenture Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Indenture Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Indenture Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Indenture Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Texas Utilities Company any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease conveyance or conveyance transfer to which Section 801 applies and upon any such assumption by the successor corporationcorporation or Person, such successor corporation or Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, Company and the predecessor corporation, except in the event of a lease, corporation shall be relieved of any further obligation under this Indenture and the SecuritiesIndenture. Such successor corporation or Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationcorporation or Person, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation or Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any As used in this Section, "successor corporation or Person" means the corporation formed by such consolidationconsolidation or into which the Company is merged, merger, sale, lease or the Person which acquires by conveyance, such changes transfer or lease the properties and assets of the Company substantially as an entirety, as the case may be, in phraseology and form (but not each case as provided in substance) may be made in the Securities thereafter to be issued as may be appropriateSection 801.

Rights and Duties of Successor Corporation. (a) In case of any such consolidation, merger, saletransfer, lease or conveyance and upon any such assumption by the a successor corporationentity in accordance with Section 9.1, such successor corporation entity shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authentication, execution on behalf of the Holder and delivery, and any Securities Certificate evidencing Units which such successor corporation entity thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. . (b) In case of any such consolidation, merger, saletransfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationentity in accordance with Section 9.1, such successor corporation entity shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities Certificates evidencing Common Equity Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeStock Purchase Contract Agent; and, upon the order of such successor corporationentity, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Stock Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Stock Purchase Contract Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Common Equity Units which such successor corporation entity thereafter shall cause to be signed and delivered to the Trustee Stock Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Common Equity Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the CompanyIssuer, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyIssuer, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor corporation, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, merger, sale, lease conveyance (other than by way of lease), transfer, assignment or conveyance other disposition and upon any such assumption by the a successor corporationPerson in accordance with Section 9.01, such successor corporation surviving Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, Company and the predecessor corporation, except in the event of a lease, Company shall be relieved of any further obligation hereunder and under this Indenture and the SecuritiesUnits. Such successor corporation surviving Person thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyXxxxxxx Xxxxx & Xxxxxx, Inc. any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporationsurviving Person, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation surviving Person thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, merger, sale, lease assignment, transfer, or conveyance, disposition such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities Certificates evidencing Common Equity Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeStock Purchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Stock Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Stock Purchase Contract Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Common Equity Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Stock Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Common Equity Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyThe PMI Group, Inc., any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyThe Hartford Financial Services Group, Inc., any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger in which the Company is not the surviving entity or any such consolidation, mergersale or conveyance, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a conveyance by way of lease, shall be relieved of any further obligation under this Indenture and the SecuritiesSecurities and any coupons appertaining thereto. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities and coupons issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; , and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities and coupons which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities or coupons which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities and coupons so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities and coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and coupons had been issued at the date of the execution hereof. In case of any such merger in which the Company is not the surviving entity or any such consolidation, merger, sale, lease sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities and coupons thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, saletransfer, lease or conveyance and upon any such assumption by the successor corporationPerson, such successor corporation Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporationPerson, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationPerson, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers an officer of the Company to the Trustee for authentication, and any Securities which such successor corporation Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyPNM Resources, Inc., any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, consolidation or merger, saleor conveyance, transfer or lease of the assets of the Company or conveyance and upon any such assumption by the successor corporationParent as an entirety or virtually as an entirety in accordance with Section 10.01, such successor corporation the Successor Company shall succeed to and be substituted for the CompanyCompany or the Parent, as applicable, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, corporation shall be relieved of any further obligation under this the Indenture and the SecuritiesDebt Securities and promptly thereafter be released from such obligations. Such successor corporation The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyCompany or the Parent, as applicable, any or all of the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company or the Parent, as applicable, and delivered to the Trustee; and, upon the order of such successor corporationthe Successor Company, instead of the CompanyCompany or the Parent, as applicable, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities which previously shall have been signed and delivered by the officers of the Company or the Parent, as applicable, to the Trustee for authentication, and any Debt Securities which such successor corporation the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, transfer or lease such changes in phraseology and form (but not in substance) may be made in the Debt Securities appertaining thereto thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporationCorporation, such successor corporation Corporation shall succeed to and be substituted for the Company, Issuer with the same effect as if it had been named herein as the party of the first part, and the predecessor corporationCorporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation Corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyIssuer, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor corporationCorporation, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication, and any Securities which such successor corporation Corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporationcorporations, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesSecurities and coupons. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities and coupons issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities or coupons which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities or coupons which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities and coupons so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities and coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and coupons had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities and coupons thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, saleconveyance, transfer or lease or conveyance and upon any such assumption by of the successor corporationassets of the Company in accordance with Section 10.01, such successor corporation the Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, corporation (except in the event case of a lease, ) shall be relieved of any further obligation under this the Indenture and the Debt Securities. Such successor corporation The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationthe Successor Company, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt Securities which such successor corporation the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, saleconveyance, lease transfer or conveyancelease, such changes in phraseology and form (but not in substance) may be made in the Debt Securities appertaining thereto thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease conveyance or conveyance transfer to which Section 801 applies and upon any such assumption by the successor corporationcorporation or Person, such successor corporation or Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, Company and the predecessor corporation, except in the event of a lease, corporation shall be relieved of any further obligation under this Indenture and the SecuritiesIndenture. Such successor corporation or Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationcorporation or Person, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation or Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any As used in this Section, "successor corporation or Person" means the entity formed by such consolidationconsolidation or into which the Company is merged, merger, sale, lease or the Person which acquires by conveyance, such changes transfer or lease the properties and assets of the Company substantially as an entirety, as the case may be, in phraseology and form (but not each case as provided in substance) may be made in the Securities thereafter to be issued as may be appropriateSection 801.

Rights and Duties of Successor Corporation. In case of any ------------------------------------------ such consolidation, merger, sale, lease sale or conveyance and upon any such the assumption by the successor corporation, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and interest on all of the Securities of that series 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, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Company any or all of the Securities of any series issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, and upon the order Order of such successor corporation, instead of the Company, Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities of such series which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities of such series which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of such series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of that series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities of such series had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities of such series thereafter to be issued as may be appropriate. Subject to the provisions of Section 11.1, nothing contained in this Indenture or in any of the Securities of any series shall prevent the Company from merging into itself any other corporation (whether or not affiliated with the Company) or acquiring by purchase or otherwise all or any part of the property of any other corporation (whether or not affiliated with the Company).

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergersale or conveyance, sale, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as in the party of Purchase Contracts, the first partCorporate Units, the Treasury Units, the Cash Settled Units, this Agreement (including the Pledge provided for herein), and the predecessor corporationRemarketing Agreement (if any), except as the Company and (other than in the event case of a lease, ) the Company shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, the Cash Settled Units, this Indenture Agreement (including the Pledge provided for herein), and the SecuritiesRemarketing Agreement (if any). Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, NiSource Inc. any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders as their attorney-in-fact and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, merger, sale, lease sale or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease sale or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein in the Principal Agreements as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Monsanto Company, any or all of the Securities Unit Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeUnit Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Unit Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Unit Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Unit Agent for authenticationauthentication and execution, and any Securities Unit Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Unit Agent for that purpose. All the Securities Unit Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Unit Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Unit Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease sale or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Securities Unit Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. 66 In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease sale or conveyance and upon any such assumption by the successor corporationentity, such successor corporation entity shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first partCompany, and the predecessor corporation, except in the event of a lease, corporation shall be relieved of any further obligation under this Indenture and the SecuritiesIndenture. Such successor corporation entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationentity, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease sale or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. (a) In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, Company and the predecessor corporationthereafter, except in the event case of a lease, the predecessor Person shall be relieved of any further obligation all obligations and covenants under the Purchase Contracts, the Notes, this Indenture Agreement, the Remarketing Agreement and the SecuritiesPledge Agreement. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. . (b) In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Debt Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Debt Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease consolidation or conveyance merger and upon any such assumption by the successor corporationPerson, such successor corporation Person shall succeed to and be substituted for the Company, with the same effect as if it had has been named herein as the party of the first partCompany, and the predecessor corporation, except in the event of a lease, Person shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationPerson, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or and thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease consolidation or conveyance, merger such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.” (f) Section 8.06 of the Indenture (When Guarantors May Consolidate or Merge) is hereby amended and restated in its entirety by the following:

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyPPL Corporation, any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyThe Chubb Corporation, any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyNIPSCO Industries, Inc., any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease lease, assignment, transfer or conveyance and upon any such assumption by the successor corporationentity, such successor corporation entity shall succeed to and be substituted for for, and may exercise every right and power of, the CompanyCompany under this Indenture and the Securities, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporationPerson, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationentity, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease sale or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first partCompany, and the predecessor corporation, except in the event of a lease, corporation shall be relieved of any further obligation under this Indenture and the SecuritiesSecurities and, in the event of such sale or conveyance may be dissolved and/or liquidated. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease sale or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any ------------------------------------------ such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease sale or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyFerro Corporation, any or all of the Security Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Security Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Security Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Security Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Security Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Security Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease sale or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Security Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. (a) In case of any such consolidation, merger, saleamalgamation, lease transfer, lease, purchase or conveyance and upon any such assumption by the a successor corporationentity in accordance with Section 9.01, such successor corporation entity shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; Purchase Contract Agent, and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authentication, execution on behalf of the Holder and delivery, and any Securities Certificate evidencing Units which such successor corporation entity thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. . (b) In case of any such consolidation, merger, saleamalgamation, lease transfer, lease, purchase or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease sale or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, Corporation with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCorporation. Such successor corporation thereupon may cause to be signed, and may issue (subject to the provisions of the Indenture) either in its own name or in the name of the Company, Xxxxx Fargo & Company any or all of the Unit Certificates, Debt Securities and Purchase Contracts issuable hereunder which theretofore shall not have been signed by the Company Corporation and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the CompanyCorporation, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee and the Agent shall authenticate authenticate, countersign, execute and shall deliver deliver, as applicable, any Unit Certificates, Debt Securities which and Purchase Contracts that previously shall have been signed and delivered by the officers of the Company Corporation to the Trustee and the Agent for authentication, execution and countersignature, and any Unit Certificates, Debt Securities and Purchase Contracts evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee and the Agent for that such purpose. All the Securities Purchase Contracts so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Purchase Contracts theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Purchase Contracts had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease or conveyance, such changes change in phraseology and form (but not in substance) may be made in the Securities Unit Certificates and Purchase Contracts thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyCinergy Corp., any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporationPerson, such successor corporation Person shall succeed to and be substituted for the Company, Issuer with the same effect as if it had been named herein as the party of the first part, and the predecessor corporationPerson, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation Person thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyIssuer, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor corporationPerson, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication, and any Securities which such successor corporation Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyValero Energy Corporation, any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, merger, sale, lease assignment, transfer, or conveyance disposition and upon any such assumption by the a successor corporationPerson in accordance with Section 9.01, such successor corporation surviving Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation surviving Person thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyGenworth Financial, Inc. any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporationsurviving Person, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation surviving Person thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, merger, sale, lease assignment, transfer, or conveyance, disposition such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergerconversion, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationPerson in accordance with Section 9.1, such successor corporation Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first partCompany, and the its predecessor corporationshall, except in the event case of a lease, shall be relieved of any further obligation released from its obligations under this Indenture and the SecuritiesAgreement. Such successor corporation Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergerconversion, sale, assignment, transfer, lease or conveyance, such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyUtiliCorp United Inc., any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first partCompany, and the its predecessor corporationshall, except in the event case of a lease, shall be relieved of any further obligation released from its obligations under this Indenture and the SecuritiesAgreement. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Electronic Data Systems Corporation any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, Issuer with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyIssuer, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor corporation, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. (a) In case of any such consolidation, merger, saletransfer, lease lease, purchase or conveyance and upon any such assumption by the a successor corporationentity in accordance with Section 9.1, such successor corporation entity shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authentication, execution on behalf of the Holder and delivery, and any Securities Certificate evidencing Units which such successor corporation entity thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. . (b) In case of any such consolidation, merger, saletransfer, lease lease, purchase or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyKeySpan Corporation, any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, KeySpan with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesKeySpan. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyKeySpan, any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company KeySpan and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the CompanyKeySpan, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company KeySpan to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyAffiliated Managers Group, Inc. any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyProtective Life Corporation, any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationin accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein originally as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon thereafter may cause to be signed, and may issue either in its own name or in the name of the CompanyNew NiSource Inc., any or all of the Securities Certificates evidencing Units issuable hereunder under this Agreement which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporationsuccessor, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities theretofore Certificates previously or thereafter subsequently issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereofof this Agreement. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, such changes change in phraseology and form (but not in substance) may be made in the Securities thereafter Certificates evidencing Units to be issued subsequently as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the successor corporation, corporation in accordance with Section 9.1 such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyMedPartners, Inc., any or all of the Security Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Security Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Security Certificates evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Security Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Security Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Security Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Security Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyGeorgia-Pacific Corporation, any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, merger, sale, lease conveyance (other than by way of lease), transfer, or conveyance other disposition and upon any such assumption by the a successor corporationPerson in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first partCompany, and the predecessor corporation, except in the event of a lease, Company shall be relieved of any further obligation for their obligations under this Indenture Agreement and under the SecuritiesUnits. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Xxxxxx-Xxxxxxx-Midland Company any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, merger, sale, lease or conveyance, transfer, or other disposition such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, merger, sale, lease conveyance (other than by way of lease), transfer or conveyance other disposition and upon any such assumption by the a successor corporationPerson in accordance with Section 9.01, such successor corporation surviving Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, Company and the predecessor corporation, except in the event of a lease, Company shall be relieved of any further obligation hereunder and under this Indenture and the SecuritiesCorporate Units or Treasury Units. Such successor corporation surviving Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Entergy Corporation any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporationsurviving Person, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation surviving Person thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, merger, sale, lease assignment, transfer, or conveyance, disposition such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, DTE Energy Company any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. (a) In the case of any such consolidation, merger, sale, lease or conveyance by an Issuer and upon any such assumption by the successor corporationentity, such successor corporation entity shall succeed to and be substituted for the Companythat Issuer, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, corporation shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Companythat Issuer, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company that Issuer and delivered to the Trustee; and, upon the order of such successor corporationentity, instead of the Companythat Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company that Issuer to the Trustee for authentication, and any Securities which that such successor corporation entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. (b) In case of any such consolidation, merger, sale, lease or conveyance by a Guarantor and upon any such assumption by the successor entity, such successor entity shall succeed to and be substituted for such Guarantor, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation shall be relieved of any further obligation under this Indenture, the Securities and the Guarantees. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of such Guarantor, any or all of the Guarantees endorsed on the Securities issuable hereunder which theretofore shall not have been signed by such Guarantor and delivered to the Trustee; and, upon the order of the Issuer and such successor entity, instead of the Guarantor, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities containing Guarantees endorsed thereon that previously shall have been signed and delivered by the officers of such Guarantor to the Trustee for authentication, and any Guarantees endorsed on Securities that such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities and Guarantees endorsed thereon so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities and Guarantees theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and Guarantees had been issued at the date of the execution hereof. (c) In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, consolidation or merger, sale, lease or conveyance and upon any such assumption by or sale of the successor corporationassets of the Company as an entirety or substantially as an entirety in accordance with Section 10.01, such successor corporation the Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, corporation shall be relieved of any further obligation under this the Indenture and the Securities. Such successor corporation The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationthe Successor Company, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities and Coupons, if any, appertaining thereto, which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt Securities and Coupons, if any, appertaining thereto, which such successor corporation the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities and Coupons, if any, appertaining thereto so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities and Coupons, if any, appertaining thereto theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities and Coupons had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease sale or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Debt Securities and Coupons, if any, appertaining thereto thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Debt Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 10.1, such successor corporation entity shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities Certificates evidencing MCAPS issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeStock Purchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Stock Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Stock Purchase Contract Agent for authenticationauthentication and execution, and any Securities Certificate evidencing MCAPS which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for Stock Purchase Contract Agent or that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing MCAPS thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, corporation shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which that such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, ACE Limited any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. (a) In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationCorporation in accordance with Section 9.1, such successor corporation Corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, Company and the predecessor corporationthereafter, except in the event case of a lease, the predecessor Person shall be relieved of any further obligation all obligations and covenants under the Purchase Contracts, the Notes, this Indenture Agreement, the Remarketing Agreement and the SecuritiesPledge Agreement. Such successor corporation Corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities Certificates evidencing Equity Security Units and Stripped Equity Security Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporationCorporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Equity Security Units or Stripped Equity Security Units which such successor corporation Corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. . (b) In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Equity Security Units and Stripped Equity Security Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporationCorporation, such successor corporation Corporation shall succeed to and be substituted for the CompanyIssuer, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a leaseCorporation, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation Corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyIssuer, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor corporationCorporation, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication, and any Securities which such successor corporation Corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes charges in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Xxxxxxxxx-Xxxx Company any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. (a) In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party Company but, in the case of a sale, assignment, transfer, lease or conveyance of all or substantially all of the first partproperties and assets of the Company, and the predecessor corporation, except in Company will not be released from its obligation to pay the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesContract Fee Payments. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. . (b) In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1 hereof, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first partCompany, and the its predecessor corporationshall, except in the event case of a lease, shall be relieved of any further obligation released from its obligations under this Indenture and the SecuritiesAgreement. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, ALLTEL Corporation any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease sale or conveyance and upon any such assumption by the successor corporationcorporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyFinancial Security Assurance Holdings Ltd., any or all of the Security Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Security Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Security Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Security Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Security Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Security Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease sale or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Security Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporationentity, such successor corporation entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporationentity, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationentity, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. Section 803. Officers’ Certificate and Opinion of Counsel. Any consolidation, merger, sale, lease or conveyance permitted under Section 801 is also subject to the condition that the Trustee receive an Officers’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, and the assumption by any successor entity, complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease lease, conveyance or conveyance other disposition and upon any such assumption by the successor corporationPerson, such successor corporation Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporationPerson, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporationPerson, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which that such successor corporation Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease lease, conveyance or conveyanceother disposition, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease sale or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, Corporation with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCorporation. Such successor corporation thereupon may cause to be signed, and may issue (subject to the provisions of the Indenture and the Warrant Agreement) either in its own name or in the name of the Company, Xxxxxx Xxxxxxx any or all of the Securities Unit Certificates, Debt Securities, Warrants, Prepaid Purchase Contracts Issued under the Indenture and Purchase Contracts issuable hereunder which theretofore shall not have been signed by the Company Corporation and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the CompanyCorporation, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Trustee, the Warrant Agent and the Agent shall authenticate authenticate, countersign, execute and shall deliver deliver, as applicable, any Securities which Unit Certificates, Debt Securities, Warrants, Prepaid Purchase Contracts Issued under the Indenture and Purchase Contracts that previously shall have been signed and delivered by the officers of the Company Corporation to the Trustee Trustee, the Warrant Agent and the Agent for authentication, execution and countersignature, and any Securities Unit Certificate, Debt Securities, Warrants, Prepaid Purchase Contracts Issued under the Indenture and Purchase Contracts evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Trustee, the Warrant Agent and the Agent for that such purpose. All the Securities Purchase Contracts so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Purchase Contracts theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Purchase Contracts had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease or conveyance, such changes change in phraseology and form (but not in substance) may be made in the Securities Unit Certificates and Purchase Contracts thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyXxxxx Industries, Inc. any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein in the Principal Agreements as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyThe Seagram Company Ltd., any or all of the Securities Unit Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Unit Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Securities Unit Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities Unit Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Unit Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Unit Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease sale or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Securities Unit Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, TECO with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesTECO. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyTECO, any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company TECO and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the CompanyTECO, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company TECO to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of ------------------------------------------ any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first fist part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation thereupon hereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporationcorporation or entity, such successor corporation or entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first partherein, and the predecessor corporationCompany, except in the event of a lease, shall be relieved of any further obligation under this Indenture Agreement and the SecuritiesDebt Warrants. Such successor or assuming corporation or entity shall expressly assume, by an amendment to this Agreement, executed and delivered to the Debt Warrant Agent, in form satisfactory to such Debt Warrant Agent, the due and punctual payment of any and all amounts payable by the Company pursuant to this Agreement and the performance of every covenant of this Agreement on the part of the Company to be performed or observed. Such successor corporation or entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Debt Warrant Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered pursuant to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purposeterms hereof. All the Debt Warrant Securities so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Debt Warrant Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at Agreement and the date of the execution hereofIndenture. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Debt Warrant Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Indenture Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Indenture Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Indenture Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Indenture Trustee for that purpose. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyThe Williams Companies, Inc., any or all of the Securities Certificates evidencing Xxxxxxxies issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1 hereof, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first partCompany, and the its predecessor corporationshall, except in the event case of a lease, shall be relieved of any further obligation released from its obligations under this Indenture and the SecuritiesAgreement. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Gabelli Asset Management Inc. any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first partCompany, and the its predecessor corporationshall, except in the event case of a lease, shall be relieved of any further obligation released from its obligations under this Indenture and the SecuritiesAgreement. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, The Coastal Corporation any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance, such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, merger, sale, lease conveyance (other than by way of lease), transfer, or conveyance other disposition and upon any such assumption by the a successor corporationPerson in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first partCompany, and the predecessor corporation, except in the event of a lease, Company shall be relieved of any further obligation for their obligations under this Indenture Agreement and under the SecuritiesUnits. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, E*TRADE Financial Corporation any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Securities Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, merger, sale, lease or conveyance, transfer, or other disposition such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale, lease sale or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyAllied Waste Industries, Inc., any or all of the Security Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Security Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Agent for authenticationauthentication and execution, and any Security Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Agent for that purpose. All the Securities Security Certificates so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Security Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Security Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease sale or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Security Certificates evidencing Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Corporation. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by the a successor corporationcorporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the SecuritiesCompany. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyValero Energy Corporation, any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authenticationauthentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee Purchase Contract Agent for that purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance, conveyance such changes change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.