Common use of CONSOLIDATION, MERGER, SALE OR CONVEYANCE Clause in Contracts

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901. Covenant Not to Merge, Consolidate, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain Conditions. ------------------------ The Company covenants that it will not merge or consolidate with any other Person or sell or convey all or substantially all of its assets to any Person, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that (i) the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof and such corporation shall assume the obligations of the Company under the Purchase Contracts, this Agreement and the Pledge Agreement by one or more supplemental agreements in form satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger of consolidation, or such sale or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Securities or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 9019.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. Covenant Not to Merge, Consolidate, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain Conditions. ------------------------ The Company covenants that it will not merge or consolidate with any other Person or sell or convey all or substantially all of its assets to any Person, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that (ia) the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof and such corporation shall assume the obligations of the Company under the Purchase Contracts, this Agreement Contracts and the Pledge Agreement by one or more supplemental agreements in form satisfactory to the Unit Agent and and, in the case of the Pledge Agreement, the Collateral Agent, executed and delivered to the Agent and Unit Agent, and, in the case of the Pledge Agreement, the Collateral Agent by such corporation, and (iib) the Company or such successor corporation, as the case may be, shall not, immediately after such merger of or consolidation, or such sale or conveyance, be in default in the performance of any covenant or condition hereunder, under any Principal Amount or under any of the Securities or under the Pledge AgreementUnits.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901SECTION 9.1. Covenant Not to MergeCOVENANT NOT TO MERGE, ConsolidateCONSOLIDATE, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain ConditionsSELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. ------------------------ The Company covenants that it will not merge or consolidate with any other Person or sell sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any PersonPerson or group of affiliated Persons in one transaction or a series of related transactions, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that unless (i) either the Company shall be the continuing corporation, entity or the successor (if other than the Company) shall be a corporation Person organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation Person shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporationPerson, and (ii) the Company or such successor corporationsuccessor, as the case may be, shall not, immediately after such merger of or consolidation, or such sale sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunderunder this Agreement, under any of the Securities Units or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901SECTION 9.1. Covenant Not to MergeCOVENANT NOT TO MERGE, ConsolidateCONSOLIDATE, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain ConditionsSELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. ------------------------ The Company covenants that it will not merge or consolidate with any other Person or sell sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any PersonPerson or group of affiliated Persons in one transaction or a series of related transactions, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that unless (i) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger of or consolidation, or such sale sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunderunder this Agreement, under any of the Securities Units or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901. SECTION 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain Conditions. ------------------------ The Company covenants that that, so long as any Units are outstanding, it will not (a) merge with or into or consolidate with any other Person or sell (b) transfer, lease or convey all or substantially all of its assets to any Person, except that the Company may merge Person or consolidate with, or sell or convey buy all or substantially all of its the assets to, any other of another Person, provided that unless (i) either the Company shall be the continuing corporationentity, or the successor (if other than the Company) shall be a corporation corporation, partnership or trust organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation Person shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement, the Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporationPerson, and (ii) the Company or such successor corporationsuccessor, as the case may be, shall not, immediately after such merger of or consolidation, or such sale transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Securities Purchase Contracts, under the Remarketing Agreement or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901. SECTION 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain Conditions. ------------------------ The Company covenants that it will not merge or consolidate with any other Person or sell or convey all or substantially all of its assets to any Person, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that (ia) the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof and such corporation shall assume the obligations of the Company under the Purchase Contracts, this Agreement Contracts and the Pledge Agreement by one or more supplemental agreements in form satisfactory to the Unit Agent and and, in the case of the Pledge Agreement, the Collateral Agent, executed and delivered to the Agent and Unit Agent, and, in the case of the Pledge Agreement, the Collateral Agent by such corporation, and (iib) the Company or such successor corporation, as the case may be, shall not, immediately after such merger of or consolidation, or such sale or conveyance, be in default in the performance of any covenant or condition hereunder, under any Principal Agreement or under any of the Securities or under the Pledge AgreementUnits.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901. SECTION 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain Conditions. ------------------------ The Company covenants that that, so long as any Units are outstanding, it will not (a) merge with or into or consolidate with any other Person or sell (b) transfer, lease or convey all or substantially all of its assets to any Person, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that unless (i) either the Company shall be the continuing corporationentity, or the successor (if other than the Company) shall be a corporation corporation, partnership or trust organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation Person shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement, the Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporationPerson, and (ii) the Company or such successor corporationsuccessor, as the case may be, shall not, immediately after such merger of or consolidation, or such sale transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Securities Purchase Contracts, under the Remarketing Agreement or under the Pledge Agreement.. 69

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901. SECTION 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain Conditions. ------------------------ The Company covenants that that, so long as any Units are outstanding, it will not (a) merge with or into or consolidate with any other Person or sell (b) transfer, lease or convey all or substantially all of its assets to any Person, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that unless (i) either the Company shall be the continuing corporationentity, or the successor (if other than the Company) shall be a corporation corporation, partnership or trust organized and existing under the laws of Bermuda or the United States of America or a State thereof or the District of Columbia and such corporation Person shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement, the Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporationPerson, and (( ii) the Company or such successor corporationsuccessor, as the case may be, shall not, immediately after such merger of or consolidation, or such sale transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Securities Purchase Contracts, under the Remarketing Agreement or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 9019.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. Covenant Not to Merge, Consolidate, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain Conditions. ------------------------ The Company covenants that it will not merge or consolidate with any other Person or sell or convey all or substantially all of its assets to any Person, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that (i) the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof and such corporation shall assume the obligations of the Company under the Purchase Contracts, this Agreement and the Pledge Agreement by one or more supplemental agreements in form satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger of or consolidation, or such sale or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Securities or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901SECTION 9.1. Covenant Not to Merge, Consolidate, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain Conditions. ------------------------ Conditions The Company covenants that it will not merge or consolidate with or into any other Person or sell sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any PersonPerson or group of affiliated Persons in one transaction or a series of related transactions, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that unless (i) either the Company shall be the continuing corporation, entity or the successor (if other than the Company) shall be a corporation Person, other than an individual, organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation entity shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporationPerson, and (ii) the Company or such successor corporationentity, as the case may be, shall not, immediately after such merger of or consolidation, or such sale sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any covenant or condition of its other obligations hereunder, or under any of the Securities or under the Pledge Agreement. SECTION 9.2.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. Covenant Not to Merge, Consolidate, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain Conditions. ------------------------ The Company covenants that that, so long as any Units are outstanding, it will not (a) merge with or into or consolidate with any other Person or sell (b) transfer, lease or convey all or substantially all of its assets to any Person, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that unless (i) either the Company shall be the continuing corporationentity, or the successor (if other than the Company) shall be a corporation corporation, partnership or trust organized and existing under the laws of Bermuda or the United States of America or a State thereof or the District of Columbia and such corporation Person shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement, the Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporationPerson, and (ii) the Company or such successor corporationsuccessor, as the case may be, shall not, immediately after such merger of or consolidation, or such sale transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Securities Purchase Contracts, under the Remarketing Agreement or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901. SECTION 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain Conditions. ------------------------ The Company covenants that it will not (a) merge with or into or consolidate with any other Person or sell (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any PersonPerson or group of affiliated Persons in one transaction or a series of related transactions, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that unless (i) either the Company shall be the continuing corporationentity, or the successor (if other than the Company) shall be a corporation Person, other than an individual, organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under this Agreement, the Purchase Contracts, this the Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporationPerson, and (ii) the Company or such successor corporationsuccessor, as the case may be, shall not, immediately after such merger of or consolidation, or such sale sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Securities Purchase Contracts, under the Remarketing Agreement, or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901SECTION 9.1. Covenant Not to MergeCOVENANT NOT TO MERGE, ConsolidateCONSOLIDATE, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain ConditionsSELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. ------------------------ The Company IndyMac Bancorp covenants that it will not merge or consolidate with any other Person or sell sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any PersonPerson or group of affiliated Persons in one transaction or a series of related transactions, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that unless (i) the Company either IndyMac Bancorp shall be the continuing corporation, or the successor (if other than the CompanyIndyMac Bancorp) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company IndyMac Bancorp under the Purchase Contracts, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company IndyMac Bancorp or such successor corporation, as the case may be, shall not, immediately after such merger of or consolidation, or such sale sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, hereunder or under any of the Securities or under (including the Pledge Agreementcomponent parts thereof).

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901SECTION 9.1. Covenant Not to MergeCOVENANT NOT TO MERGE, ConsolidateCONSOLIDATE, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain ConditionsSELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. ------------------------ The Company IndyMac Bancorp covenants that it will not merge or consolidate with any other Person or sell sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any PersonPerson or group of affiliated Persons in one transaction or a series of related transactions, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that unless (i) the Company either IndyMac Bancorp shall be the continuing corporation, or the successor (if other than the CompanyIndyMac Bancorp) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company IndyMac Bancorp under the Purchase Contracts, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, corporation and (ii) the Company IndyMac Bancorp or such successor corporation, as the case may be, shall not, immediately after such merger of or consolidation, or such sale sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, hereunder or under any of the Securities or under (including the Pledge Agreementcomponent parts thereof).

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 9019.1. Covenant Not to Merge, Consolidate, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain Conditions. ------------------------ The Company covenants that it will not merge or consolidate with any other Person or sell sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any PersonPerson or group of affiliated Persons in one transaction or a series of related transactions, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that unless (i) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debentures, the Capital Securities Guarantee, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger of or consolidation, or such sale sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Securities or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901. Covenant Not to MergeCOVENANT NOT TO MERGE, ConsolidateCONSOLIDATE, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain ConditionsSELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. ------------------------ The Company covenants that it will not merge or consolidate with any other Person or sell or convey all or substantially all of its assets to any Person, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that (i) the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof and such corporation shall assume the obligations of the Company under the Purchase Contracts, this Agreement and the Pledge Agreement by one or more supplemental agreements in form satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger of consolidation, or such sale or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Securities or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. Covenant Not to Merge, Consolidate, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain Conditions. ------------------------ The Company covenants that it will not merge or consolidate with any other Person or sell sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any PersonPerson or group of affiliated Persons in one transaction or a series of related transactions, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that unless (i) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt Securities, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger of or consolidation, or such sale sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any covenant or condition of its other obligations hereunder, or under any of the Securities or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 9019.1. Covenant Not to MergeCOVENANT NOT TO MERGE, ConsolidateCONSOLIDATE, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain ConditionsSELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. ------------------------ The Company covenants that it will not merge or consolidate with any other Person or sell sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any PersonPerson or group of affiliated Persons in one transaction or a series of related transactions, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that unless (i) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger of or consolidation, or such sale sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Securities or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Section 901. 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Property Except ------------------------------------------------------------------ Under Certain Conditions. ------------------------ The Company covenants that it will not merge or consolidate with any other Person or sell sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any PersonPerson or group of affiliated Persons in one transaction or a series of related transactions, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to, any other Person, provided that unless (i) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt Securities, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger of or consolidation, or such sale sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Securities or under the Pledge Agreement.