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

Rights and Duties of Successor Person. In case of any such consolidation, merger, sale or conveyance, and upon any such assumption by the successor corporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) as the Company and (other than in the case of a lease) the Company shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing 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 any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such merger, consolidation, mergersale, sale assignment, transfer or conveyance, conveyance (other than by way of lease) and upon any such assumption by the a successor corporation Person in accordance with Section 9.01, such successor corporation Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company Company, and (other than in the case of a lease) the Company shall be relieved of any further obligation obligations under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and under the Remarketing Agreement (if any)Units. 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 Xxxxxxx Controls, Inc. (or any permitted successor thereto) any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale sale, conveyance, transfer, or conveyance other disposition such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such consolidation, mergeramalgamation or merger where the Partnership is not the continuing Person, sale or conveyance, and upon any such assumption by disposition of all or substantially all of the successor corporation assets of the Partnership in accordance with Section 9.0110.01, such successor corporation the Successor Person shall succeed to and be substituted for the Company, Partnership with the same effect as if it had been named in herein as the Purchase Contractsrespective party to this Indenture, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) as predecessor entity shall be released from all liabilities and obligations under this Indenture and the Company and (other than Debt Securities, except that no such release will occur in the case of a lease) lease of all or substantially all of the Company shall be relieved assets of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any)Partnership. Such successor corporation The Successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Company Partnership, any or all of the Certificates evidencing Units Debt Securities issuable hereunder which theretofore shall not have been signed by the Company Partnership and delivered to the Purchase Contract AgentTrustee; and, upon the order of such successor the Successor Person, instead of the CompanyPartnership, and subject to all the terms, conditions and limitations in this Agreement Indenture prescribed, the Purchase Contract Agent Trustee shall authenticate and execute on behalf of the Holders and shall deliver any Certificates Debt Securities which previously shall have been signed and delivered by the officers of the Company General Partner on behalf of the Partnership to the Purchase Contract Agent Trustee for authentication and executionauthentication, and any Certificate evidencing Units Debt Securities which such successor corporation the Successor Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent Trustee for that purpose. All the Certificates Debt Securities so issued shall in all respects have the same legal rank and benefit under this Agreement Indenture as the Certificates Debt Securities theretofore or thereafter issued in accordance with the terms of this Agreement Indenture as though all of such Certificates Debt Securities had been issued at the date of the execution hereof. In case of any such consolidation, amalgamation, merger, consolidation, sale or conveyance other disposition such change changes in phraseology and form (but not in substance) may be made in the Certificates evidencing Units Debt Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such merger, consolidation, mergershare exchange, sale sale, assignment, transfer, lease or conveyance, conveyance and upon any such assumption by the a successor corporation Person in accordance with Section 9.01, such successor corporation Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company and (other than in the case of a lease) the Company shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any)Company. 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 ONEOK, Inc. any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale share exchange, sale, assignment, transfer, lease or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such merger, consolidation, mergersale, sale assignment, transfer or conveyance, conveyance (in each case other than by way of lease) and upon any such assumption by the a successor corporation in accordance with Section 9.01, such successor corporation Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company Company, and (other than in the case of a lease) the Company shall be relieved of any further obligation obligations under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and under the Remarketing Agreement (if any)Units. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company Great Plains Energy Incorporated (or any permitted successor thereto) any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. 115 In case of any such merger, consolidation, sale conversion, sale, assignment, transfer, or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such consolidation, merger, sale or conveyance, conveyance and upon any such assumption by the successor corporation in accordance with Section 9.01Person, such successor corporation Person shall succeed to and be substituted for the Guarantor or the Company, as applicable, with the same effect as if it had been named in herein as the Purchase Contractsparty of the first part, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) as the Company and (other than in the case of a lease) the Company predecessor corporation shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement Indenture and the Remarketing Agreement (if any)Securities. Such Any such successor corporation Person to the Company 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 Certificates evidencing Units issuable Securities assumable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract AgentTrustee; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement Indenture prescribed, the Purchase Contract Agent Trustee shall authenticate and execute on behalf of the Holders and shall deliver any Certificates Securities which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent Trustee for authentication and executionauthentication, and any Certificate evidencing Units Securities which such successor corporation Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent Trustee for that purpose. All the Certificates Securities of any series so issued shall in all respects have the same legal rank and benefit under this Agreement Indenture as the Certificates Securities of that series theretofore or thereafter issued in accordance with the terms of this Agreement Indenture as though all of such Certificates Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, consolidation, sale or conveyance such change changes in phraseology and form (but not in substance) may be made in the Certificates evidencing Units Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such merger, consolidation, mergershare exchange, sale sale, assignment, transfer, lease or conveyance, conveyance and upon any such assumption by the a successor corporation in accordance with Section SECTION 9.01, such successor corporation Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company and (other than in the case of a lease) the Company shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any)Company. 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 Citizens Communications Company, any or all of the Certificates evidencing Units Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Warrant Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Warrant Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Warrant Agent for authentication and execution, and any Certificate evidencing Units Securities which such successor corporation thereafter shall cause to be signed and delivered to the Purchase Contract Warrant Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale share exchange, sale, assignment, transfer, lease or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units Securities thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such merger, consolidation, mergersale, sale conveyance (other than by way of lease), transfer, assignment or conveyance, other disposition and upon any such assumption by the a successor corporation Person 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 in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company and (other than in the case of a lease) the Company shall be relieved of any further obligation hereunder and under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any). 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 UGI Corporation any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor surviving Person, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation surviving Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale sale, assignment, transfer, or conveyance disposition, such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such merger, consolidation, mergersale, sale assignment, transfer or conveyance, conveyance (other than by way of lease) and upon any such assumption by the a successor corporation Person in accordance with Section 9.01, such successor corporation Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company Company, and (other than in the case of a lease) the Company shall be relieved of any further obligation obligations under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and under the Remarketing Agreement (if any)Units. 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 Autoliv, Inc. (or any permitted successor thereto) any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale sale, conveyance, transfer, or conveyance other disposition such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such merger, consolidation, mergershare exchange, sale sale, assignment, transfer, lease or conveyance, conveyance and upon any such assumption by the a successor corporation Person in accordance with Section 9.01, such successor corporation Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company and (other than in the case of a lease) the Company shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any)Company. 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 Scottish Re Group Limited, any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale share exchange, sale, assignment, transfer, lease or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such consolidation, merger, sale arrangement, amalgamation, sale, lease or conveyanceother transfer, and upon any such assumption by the successor corporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the CompanyCorporation, with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) as the Company and (other than in the case of a lease) the Company Corporation shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing 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 Corporation any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company Corporation and delivered to the Purchase Contract Agent; and, upon the order of such successor instead of the CompanyCorporation, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders as their attorney-in-fact and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company Corporation to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale arrangement, amalgamation, sale, lease or conveyance other transfer such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.. 105

Rights and Duties of Successor Person. In case of any such merger, consolidation, mergerconversion, sale sale, conveyance (other than by way of lease), transfer, assignment or conveyanceother disposition, and upon any such assumption by the successor corporation or limited liability company in accordance with Section 9.01, such successor corporation or limited liability company shall succeed to and be substituted for the Company, Company with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company Company, and (other than in the case of a lease) the Company shall be relieved of any further obligation obligations under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and under the Remarketing Agreement (if any)Units. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company PPL Corporation (or any permitted successor thereto) any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers 105 of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation or limited liability company thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale conversion, sale, assignment, transfer, or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such merger, consolidation, merger, sale conveyance (other than by way of lease) or conveyancetransfer, and upon any such assumption by the successor corporation or limited liability company in accordance with Section 9.01, such successor corporation or limited liability company shall succeed to and be substituted for the Company, Company with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company Company, and (other than in the case of a lease) the Company shall be relieved of any further obligation obligations under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and under the Remarketing Agreement (if any)Units. 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 Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation or limited liability company thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale transfer, or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such merger, consolidation, mergershare exchange, sale sale, assignment, transfer, lease or conveyance, conveyance and upon any such assumption by the a successor corporation Person in accordance with Section 9.019.1, such successor corporation Person shall succeed to and be substituted for the Company, Issuers with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company and (other than in the case of a lease) the Company shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any)Issuers. 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 Issuers, any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Purchase Contract Agent; and, upon the order of such successor Person, instead of the CompanyIssuers, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company Issuers to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale share exchange, sale, assignment, transfer, lease or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such merger, consolidation, mergershare exchange, sale sale, assignment, transfer, lease or conveyance, conveyance and upon any such assumption by the a successor corporation Person in accordance with Section 9.01, such successor corporation Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company and (other than in the case of a lease) the Company shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any)Company. 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 PNM Resources, Inc. any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale share exchange, sale, assignment, transfer, lease or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such merger, consolidation, mergerconversion, sale sale, conveyance (other than by way of lease), transfer, assignment or conveyanceother disposition, and upon any such assumption by the successor corporation or limited liability company in accordance with Section 9.01, such successor corporation or limited liability company shall succeed to and be substituted for the Company, Company with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company Company, and (other than in the case of a lease) the Company shall be relieved of any further obligation obligations under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and under the Remarketing Agreement (if any)Units. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company PPL Corporation (or any permitted successor thereto) any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation or limited liability company thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale conversion, sale, assignment, transfer, or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such merger, consolidation, mergershare exchange, sale sale, assignment, transfer, lease or conveyance, conveyance and upon any such assumption by the a successor corporation Person in accordance with Section 9.01, such successor corporation Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company and (other than in the case of a lease) the Company shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any)Company. 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 Scottish Annuity & Life Holdings, Ltd., any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale share exchange, sale, assignment, transfer, lease or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such consolidation, merger, sale sale, lease or conveyance, conveyance and upon any such assumption by the successor corporation in accordance with Section 9.01Person, such successor corporation Person 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 Person, except in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) as the Company and (other than in the case event of a lease) the Company , shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement Indenture and the Remarketing Agreement (if any)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 Issuer, any or and all of the Certificates evidencing Units Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Purchase Contract AgentTrustee; and, upon the order of such successor Person, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations in this Agreement Indenture prescribed, the Purchase Contract Agent Trustee shall authenticate and execute on behalf of the Holders and shall deliver any Certificates securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Purchase Contract Agent Trustee for authentication and executionauthentication, and any Certificate evidencing Units Securities which such successor corporation Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent Trustee for that purpose. All the Certificates Securities so issued shall in all respects have the same legal rank and benefit under this Agreement Indenture as the Certificates Securities theretofore or thereafter issued in accordance with the terms of this Agreement Indenture as though all of such Certificates Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, consolidationsale, sale lease or conveyance conveyance, such change changes in phraseology and form (but not in substance) may be made in the Certificates evidencing Units Securities thereafter to be issued as may be appropriate.

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

Rights and Duties of Successor Person. In case of any such consolidation, merger, sale or conveyance, and upon any such assumption by the successor corporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) as the Company and (other than in the case of a lease) the Company shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing 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 any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders as their attorney-in-fact and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. 104 In case of any such merger, consolidation, sale or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such consolidation, merger, sale or conveyance, and upon any such assumption by the successor corporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) as the Company and (other than in the case of a lease) the Company shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing 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 any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders as their attorney-in-fact and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. 105 In case of any such merger, consolidation, sale or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such consolidation, merger, sale sale, lease or conveyance, conveyance and upon any such assumption by the successor corporation in accordance with Section 9.01Person, such successor corporation Person shall succeed to and be substituted for the CompanyIssuer, with the same effect as if it had been named herein as the party for the first part, and the predecessor Person, except in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) as the Company and (other than in the case event of a lease) the Company , shall be relieved of from any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement Indenture and the Remarketing Agreement (if any)Securities. Such successor corporation Person thereupon may cause be caused to be signed, and may issue either in its own name or in the name of the Company Issuer, any or and all of the Certificates evidencing Units Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Purchase Contract AgentTrustee; and, upon the order of such successor Person, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations in this Agreement Indenture prescribed, the Purchase Contract Agent Trustee shall authenticate and execute on behalf of the Holders and shall deliver any Certificates Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Purchase Contract Agent Trustee for authentication and executionauthentication, and any Certificate evidencing Units Securities which such successor corporation Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent Trustee for that purpose. All the Certificates Securities so issued shall in all respects have the same legal rank and benefit under this Agreement Indenture as the Certificates Securities theretofore or and thereafter issued in accordance with the terms of this Agreement Indenture as though all of such Certificates Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, consolidationsale, sale lease or conveyance conveyance, such change changes in phraseology language and form (but not in substance) may be made in the Certificates evidencing Units Securities thereafter to be issued as may be appropriate. For the purposes of this Section 802, the term “Person” includes an entity in the form of a limited liability company.”

Rights and Duties of Successor Person. In case of any such merger, consolidation, mergershare exchange, sale sale, assignment, transfer, lease or conveyance, conveyance and upon any such assumption by the a successor corporation Person in accordance with Section 9.01, such successor corporation Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company and (other than in the case of a lease) the Company shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any)Company. 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 Company, any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale share exchange, sale, assignment, transfer, lease or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such merger, consolidation, mergershare exchange, sale sale, assignment, transfer, lease or conveyance, conveyance and upon any such assumption by the a successor corporation Person in accordance with Section 9.01, such successor corporation Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company and (other than in the case of a lease) the Company shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any)Company. 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 The Phoenix Companies, Inc., any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, sale share exchange, sale, assignment, transfer, lease or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such consolidation, merger, sale or conveyance, transfer or lease of the properties and upon any such assumption by assets of the successor corporation Issuer substantially as an entirety in accordance with Section 9.019.1, the successor Person formed by such consolidation or into which the Issuer is merged or the successor corporation Person to which such conveyance, transfer or lease is made shall succeed to and be substituted for for, and may exercise every right and power of, the CompanyIssuer under the Purchase Contracts, the Purchase Contract Agreement, the Pledge Agreement and the Remarketing Agreement, with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) herein as the Company Issuer; and (other than thereafter, except in the case of a lease) , the Company Issuer shall be relieved discharged of any further obligation all obligations and covenants under the Purchase Contractsthis Agreement, the Corporate Units, the Treasury Units, this Pledge Agreement and the Remarketing Agreement (if any)and the Purchase Contracts. 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 Issuer, any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Purchase Contract Agent; and, upon the order of such successor Person, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company Issuer to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. In case of any such consolidation, merger, consolidation, sale transfer or conveyance lease such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

Rights and Duties of Successor Person. In case of any such consolidation, merger, sale or conveyance, and upon any such assumption by the successor corporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named in the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing Agreement (if any) as the Company and (other than in the case of a lease) the Company shall be relieved of any further obligation under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement and the Remarketing 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 Company, any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor corporation thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof. 104 In case of any such merger, consolidation, sale or conveyance conveyance, such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.