Common use of Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust Clause in Contracts

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, (vii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5Article IX. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Outstanding Preferred Securities, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, provided that (i) such successor entity either (aA) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, Preferred Securities or (bB) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Preferred Securities, (iv) such mergerthe Successor Securities are listed, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in Securities will be listed upon notice of issuance, on any material respectnational securities exchange or interdealer quotation system on which the Preferred Securities are then listed, if any, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (bB) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other bodyPerson, except pursuant to this Section 9.5Article IX. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Outstanding Preferred Securities, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, PROVIDED that (i) such successor entity either (aA) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, Preferred Securities or (bB) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “Successor Securities”"SUCCESSOR SECURITIES") so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Preferred Securities, (iv) such mergerthe Successor Securities are listed, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in Securities will be listed upon notice of issuance, on any material respectnational securities exchange or interdealer quotation system on which the Preferred Securities are then listed, if any, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (bB) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Capital Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on the national securities exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed, if any, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other bodyPerson, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative TrusteesHolders of at least a Majority in Liquidation Amount of the Trust Preferred Securities, and without the consent of the other Issuer Trustees or the Holder of the Capital SecuritiesTrustees, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Trust Preferred Securities, or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (vii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.to

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.5 or Section 9.4. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Preferred Securities, or (b) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesNotes, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Preferred Securities, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Sponsor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (vii) the Depositor Sponsor or its permitted transferee successor or assignee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a one or more grantor trust trusts or agency arrangements or to be classified as an association or partnership for United States Federal U.S. federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative TrusteesHolders of at least a Majority in Liquidation Amount of the Capital Securities, and without the consent of the other Issuer Trustees or the Holder of the Capital SecuritiesTrustees, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (vii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Trust Preferred Securities of any Series, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Trust Preferred Securities, or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Successor Securities of any Series are listed, or any Successor Securities of any Series will be listed upon notification of issuance, on any national securities exchange or other organization on which the Trust Preferred Securities of such Series are listed, (iii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesTrust Property, (iiiiv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities of any Series (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities of any Series (including any Successor Securities) in any Trust Agreement material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, there has been delivered to the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities of any Series (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company 1940 Act, (viiviii) there has been delivered to the Issuer Trustees an Opinion of Counsel experienced in such matters that such merger, consolidation, amalgamation, conveyance, transfer or lease will not cause the Issuer Trust or the successor entity to be classified as an association or a publicly traded partnership taxable as a corporation for United States Federal income tax purposes, (ix) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and the Depositor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, Agreement and (viiix) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, all amounts payable to the Issuer Trustees under Section 8.6 have been paid. The Issuer Trust shall not, except may with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it even if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause otherwise not be permitted under (viii) of the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespreceding sentence.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.5 or Section 9.4. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, Trustees and without the consent of the any other Issuer Trustees or the Holder of the Capital SecuritiesPerson, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Preferred Securities, or (b) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold the DebenturesNotes, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Preferred Securities, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Sponsor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (vii) the Depositor Sponsor or its permitted transferee successor or assignee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a one or more grantor trust trusts or agency arrangements or to be classified as an association or partnership for United States Federal U.S. federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.5 or Section 9.4. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Preferred Securities, or (b) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such mergerthe Successor Securities are listed, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to Securities will be downgraded by any nationally recognized statistical rating organizationlisted upon notice of issuance, on the Nasdaq Global Select Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Sponsor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (vii) the Depositor Sponsor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without Trustees (the consent of the other Issuer Trustees or Property Trustee, the Holder Delaware Trustee and the Holders of the Capital SecuritiesSecurities not being required), the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of the United States, any stateState or the District of Columbia; provided, provided that if the Issuer Trust is not the surviving entity (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the rating of the Capital Securities (including any Successor Securities) to be downgraded or withdrawn by any nationally recognized statistical rating organizationorganization which assigns ratings to the Capital Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on the national securities exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self regulatory organization as the Capital Securities are then listed, if any (it being understood that the Depositor has no current intention of listing the Capital Securities on any national stock exchange, the Nasdaq National Market or on any other exchange, interdealer quotation system or self-regulatory organization), (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) after giving effect to the transaction, no Debenture Default and no event which, after the giving of notice or the lapse of time, or both, would become a Debenture Default, has occurred and is continuing under the Indenture, (vii) such successor entity has a purpose substantially identical to that of the Issuer Trust, (viviii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel opinion from independent counsel to the Issuer Trust to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, (b) the Issuer Trust continues to be, and the successor entity shall be, a grantor trust for United States Federal income tax purposes and (bc) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiix) the Depositor or its permitted successor or permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespurposes or the Issuer Trust to be required to be registered as an "investment company" under the Investment Company Act.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder Holders of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, state provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, (vii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a domestic grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Trust Preferred Securities of any Series, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Trust Preferred Securities, or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) the Successor Securities of any Series are listed, or any Successor Securities of any Series will be listed upon notification of issuance, on any national securities exchange or other organization on which the Trust Preferred Securities of such Series are listed, (iii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesTrust Property, (iiiiv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities of any Series (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities of any Series (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, there has been delivered to the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities of any Series (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company 1940 Act, (viiviii) there has been delivered to the Issuer Trustees an Opinion of Counsel experienced in such matters that such merger, consolidation, amalgamation, conveyance, transfer or lease will not cause the Issuer Trust or the successor entity to be treated as an association or a publicly traded partnership taxable as a corporation for United States Federal income tax purposes, (ix) there has been delivered to the Issuer Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, conveyance, transfer or lease and, if an amendment of this Trust Agreement is required in connection with such transaction, such amendment complies with Section 12.2 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Issuer Trustees may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 9.5, (x) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and the Depositor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, Agreement and (viiixi) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, all amounts payable to the Issuer Trustees under Section 8.6 have been paid. The Issuer Trust shall not, except may with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it even if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause otherwise not be permitted under (viii) of the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespreceding sentence.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders Holder of all the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Outstanding Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Capital Securities, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (vii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. The transactions contemplated by the Registration Rights Agreement shall not be prohibited by this Section 9.5.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders Holder of all the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Outstanding Capital Securities, the Property Trustee and the Delaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Capital Securities, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Issuer Trust has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (vii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder Holders of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, (vii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to Section 9.4 or this Section 9.59.5 or as contemplated by the Merger (such Merger having been already fully authorized, approved and ratified in all respects and with no other action being needed to authorize such Merger). At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Apex, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital SecuritiesApex, or (b) substitutes for the Capital Securities Apex other securities having substantially the same terms as the Capital Securities Apex (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities Apex with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Apex are listed, (iii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesTrust Property, (iiiiv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities Apex (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities Apex (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities Apex (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, (viiviii) the Depositor Issuer Trust has received an Opinion of Counsel experienced in such matters that such merger, consolidation, amalgamation, conveyance, transfer or lease will not cause the Issuer Trust or the successor entity to be classified as an association or a publicly traded partnership taxable as a TRUST AGREEMENT corporation for U.S. federal income tax purposes and (ix) the Sponsor or its permitted transferee owns all of the Common Securities of such successor entity and the Sponsor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the The Issuer Trust shall not, except may with the consent of Holders of all of the Capital SecuritiesApex, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it even if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause otherwise not be permitted under (viii) of the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespreceding sentence.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.4 or Section 9.3. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Capital Securities, the Property Trustee or the Delaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any statestate or Puerto Rico; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on a national securities exchange, the Nasdaq National Market or such other exchange, interdealer quotation system of self-regulatory organization as the Capital Securities are then listed, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal or Puerto Rico income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Capital Securities, the Property Trustee or the Delaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any statestate or Puerto Rico; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on a national securities exchange, the Nasdaq National Market or such other exchange, interdealer quotation system of self-regulatory organization as the Capital Securities are then listed, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal or Puerto Rico income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders Holder of all the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Outstanding Capital Securities, the Property Trustee and the Delaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Capital Securities, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (vii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative TrusteesHolders of at least a Majority in Liquidation Amount of the Capital Securities, and without the consent of the other Issuer Trustees or the Holder of the Capital SecuritiesTrustees, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (vii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, Person except pursuant to this Section 9.5Article IX. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, Holders the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (aA) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Preferred Securities, or (bB) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesNotes, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Preferred Securities, (iv) such mergerthe Preferred Securities are listed, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in Securities will be listed upon notice of issuance, on any material respectnational securities exchange or interdealer quotation system on which the Preferred Securities are then listed, if any, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (bB) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity Person or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes or cause the Notes to be treated as other than indebtedness of the Corporation for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, Person except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, Holders the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (aA) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Preferred Securities, or (bB) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesDebt Securities, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Preferred Securities, (iv) such mergerthe Preferred Securities are listed, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in Securities will be listed upon notice of issuance, on any material respectnational securities exchange or interdealer quotation system on which the Preferred Securities are then listed, if any, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (bB) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, Act and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity Person or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes or cause the Debt Securities to be treated as other than indebtedness of the Depositor for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Trust Preferred Securities of any Series, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Trust Preferred Securities, or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Successor Securities of any Series are listed, or any Successor Securities of any Series will be listed upon notification of issuance, on any national securities exchange or other organization on which the Trust Preferred Securities of such Series are listed, (iii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesTrust Property, (iiiiv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities of any Series (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities of any Series (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, there has been delivered to the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities of any Series (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company 1940 Act, (viiviii) there has been delivered to the Issuer Trustees an Opinion of Counsel experienced in such matters that such merger, consolidation, amalgamation, conveyance, transfer or lease will not cause the Issuer Trust or the successor entity to be classified as an TRUST AGREEMENT association or a publicly traded partnership taxable as a corporation for United States Federal income tax purposes, (ix) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and the Depositor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, Agreement and (viiix) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, all amounts payable to the Issuer Trustees under Section 8.6 have been paid. The Issuer Trust shall not, except may with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it even if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause otherwise not be permitted under (viii) of the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespreceding sentence.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other bodyentity, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent Holders of at least a Majority in Liquidation Amount of the other Issuer Trustees or the Holder of the Outstanding Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (ia) such successor entity either (ai) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (bii) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (iib) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iiic) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivd) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (ve) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vif) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, each of the Issuer Trust and the Property Trustee has received an Opinion of Counsel to the effect that (ai) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (bii) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (viig) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.5 or Section 9.4. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, Trustees and without the need for the consent of the any other Issuer Trustees or the Holder of the Capital SecuritiesPerson, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Preferred Securities, or (b) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesNotes, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Preferred Securities, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Sponsor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (vii) the Depositor Sponsor or its permitted transferee successor or assignee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a one or more grantor trust trusts or agency arrangements or to be classified as an association or partnership for United States Federal U.S. federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, amalgamate or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section Sections 9.4 or 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, amalgamate or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, Trust Preferred Securities or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “269 "Successor Securities”") so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Trust Preferred Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on the national securities exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Trust Preferred Securities are then listed, if any, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, respect and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, Act and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.. 270

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.5 or as contemplated by the Merger (such Merger having been already fully authorized, approved and ratified in all respects and with no other action being needed to authorize such Merger). At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without Trustees (the consent of the other Issuer Trustees or Property Trustee and the Holder of the Capital SecuritiesDelaware Trustee not being required), the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Capital Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on the national securities exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self regulatory organization as the Capital Securities are then listed, if any (it being understood that the Depositor has no current intention of listing the Capital Securities on any national stock exchange, the Nasdaq National Market or on any other exchange, interdealer quotation system or self-regulatory organization), (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.5 or Section 9.4. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Preferred Securities, or (b) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Preferred Securities, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Sponsor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (vii) the Depositor Sponsor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal U.S. federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other bodyPerson, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative TrusteesHolders of at least a Majority in Liquidation Amount of the Trust Preferred Securities, and without the consent of the other Issuer Trustees or the Holder of the Capital SecuritiesTrustees, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Trust Preferred Securities, or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (vii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At The Issuer Trust may, at the request of the Holders Holder of all the Common SecuritiesSecurities and, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Capital Outstanding Trust Securities, the Issuer Trust may Property Trustee or the Delaware Trustee, merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Capital Securities, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Issuer Trust has received an Opinion of Counsel opinion from independent counsel experienced in such matters to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (vii) the Depositor or its permitted successor or transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Capital SecuritiesSecurities of any Series, the Property Trustee or the Delaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Successor Securities of any Series are listed, or any Successor Securities of any Series will be listed upon notification of issuance, on any national securities exchange or other organization on which the Capital Securities of such Series are listed, (iii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesTrust Property, (iiiiv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities of any Series (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities of any Series (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, there has been delivered to the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities of any Series (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company 1940 Act, (viiviii) there has been delivered to the Issuer Trustees an Opinion of Counsel experienced in such matters that such merger, consolidation, amalgamation, conveyance, transfer or lease will not adversely affect the Issuer Trust’s status as one or more grantor trusts or agency arrangements or cause the Issuer Trust or the successor entity to be classified as an association or a publicly traded partnership taxable as a corporation for United States Federal income tax purposes, (ix) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and the Depositor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, Agreement and (viiix) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, all amounts payable to the Issuer Trustees under Section 8.6 have been paid. The Issuer Trust shall not, except may with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it even if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause otherwise not be permitted under (viii) of the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.preceding sentence. ARTICLE X

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Capital Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on the national securities exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed, if any, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, amalgamate or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other bodyPerson, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders of the Trust Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, amalgamate or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, Trust Preferred Securities or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed by the Depositor to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Trust Preferred Securities, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, respect and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, Act and (vii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, amalgamate or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section Sections 9.4 or 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, amalgamate or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, Trust Preferred Securities or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Trust Preferred Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on the national securities exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Trust Preferred Securities are then listed, if any, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, respect and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, Act and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.. 72

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5Article IX. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent Holders of the other Issuer Trustees or the Holder at least a Majority in Liquidation Amount of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (aA) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (bB) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Capital Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on any national securities exchange or interdealer quotation system on which the Capital Securities are then listed, if any, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (aA) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (bB) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes or cause the Junior Subordinated Debentures to be treated as other than indebtedness of the Corporation for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.5 or as contemplated by the Merger (such Merger having been already fully authorized, approved and ratified in all respects and with no other action being needed to authorize such Merger). At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Capital Securities, the Property Trustee or the Delaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any statestate or Puerto Rico; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on a national securities exchange, the Nasdaq National Market or such other exchange, interdealer quotation system of self-regulatory organization as the Capital Securities are then listed, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal or Puerto Rico income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5Article IX. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Outstanding Trust Preferred Securities the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Trust Preferred Securities, or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Trust Preferred Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on any national securities exchange or interdealer quotation system on which the Trust Preferred Securities are then listed, if any, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent Holders of the other Issuer Trustees or the Holder at least a Majority in Liquidation Amount of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Capital Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on the national securities exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self- regulatory organization as the Capital Securities are then listed, if any, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative TrusteesHolders of at least a Majority in Liquidation Amount of the Preferred Securities, and without the consent of the other Issuer Trustees or the Holder of the Capital SecuritiesTrustees, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Preferred Securities, or (b) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (vii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without Trustees (the consent of the other Issuer Trustees or Property Trustee and the Holder of the Capital SecuritiesDelaware Trustee not being required), the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Capital Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on the national securities exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self regulatory organization as the Capital Securities are then listed, if any (it being understood that the Depositor has no current intention of listing the Capital Securities on any national stock exchange, the Nasdaq National Market or on any other exchange, interdealer quotation system or self-regulatory organization), (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.4 or Section 9.3. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Capital Securities, the Property Trustee or the Delaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on a national securities exchange, the Nasdaq National Market or such other exchange, interdealer quotation system of self-regulatory organization as the Capital Securities are then listed, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal or State income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Trust Preferred Securities of any Series, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Trust Preferred Securities, or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Successor Securities of any Series are listed, or any Successor Securities of any Series will be listed upon notification of issuance, on any national securities exchange or other organization on which the Trust Preferred Securities of such Series are listed, (iii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesTrust Property, (iiiiv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities of any Series (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities of any Series (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, there has been delivered to the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities of any Series (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company 1940 Act, (viiviii) there has been delivered to the Issuer Trustees an Opinion of Counsel experienced in such matters that such merger, consolidation, amalgamation, conveyance, transfer or lease will not cause the Issuer Trust or the successor entity to be classified as an association or a publicly traded partnership taxable as a corporation for United States Federal income tax purposes, (ix) there has been delivered to the Issuer Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, conveyance, transfer or lease and, if an amendment of this Agreementis required in connection with such transaction, such amendment complies with this Section 12.2 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Issuer Trustees may rely upon Trust Agreement such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 9.5, (x) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and the Depositor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, Agreement and (viiixi) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, all amounts payable to the Issuer Trustees under Section 8.6 have been paid. The Issuer Trust shall not, except may with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it even if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause otherwise not be permitted under (viii) of the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespreceding sentence.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative TrusteesHolders of at least a Majority in Liquidation Amount of the Capital Securities, and without the consent of the other Issuer Trustees or the Holder of the Capital SecuritiesTrustees, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (vii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Trust Preferred Securities of any Series, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Trust Preferred Securities, or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Successor Securities of any Series are listed, or any Successor Securities of any Series will be listed upon notification of issuance, on any national securities exchange or other organization on which the Trust Preferred Securities of such Series are listed, (iii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesTrust Property, (iiiiv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities of any Series (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities of any Series (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, there TRUST AGREEMENT has been delivered to the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities of any Series (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company 1940 Act, (viiviii) there has been delivered to the Issuer Trustees an Opinion of Counsel experienced in such matters that such merger, consolidation, amalgamation, conveyance, transfer or lease will not cause the Issuer Trust or the successor entity to be classified as an association or a publicly traded partnership taxable as a corporation for United States Federal income tax purposes, (ix) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and the Depositor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, Agreement and (viiix) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, all amounts payable to the Issuer Trustees under Section 8.6 have been paid. The Issuer Trust shall not, except may with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it even if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause otherwise not be permitted under (viii) of the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespreceding sentence.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, amalgamate or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section Sections 9.4 or 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, amalgamate or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, Trust Preferred Securities or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Trust Preferred Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on the national securities exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Trust Preferred Securities are then listed, if any, (v) such merger, consolidation, 266 amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, respect and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, Act and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5Article IX. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, Securities and without the consent of the other Issuer Trustees or the any Holder of the Capital SecuritiesSecurities or any Issuer Trustee or Administrator, the Issuer Trust may merge with or into, consolidate, amalgamate, or be 57 replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (aA) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (bB) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Capital Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (aA) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (bB) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes or cause the Junior Subordinated Debentures or any security succeeding such Debentures to be treated as other than indebtedness of the Corporation for United States federal income tax purposes unless Issuer Trust first obtains the consent of all Holders of Outstanding Capital Securities.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders Holder of all the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Outstanding Capital Securities, the Property Trustee and the Delaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; providedPROVIDED, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Capital Securities, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (vii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.. ARTICLE X

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5Article IX. At the request of the Holders Holder of all the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Outstanding Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Capital Securities, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (vii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the STACKS, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital SecuritiesSTACKS, or (b) substitutes for the Capital Securities STACKS other securities having substantially the same terms as the Capital Securities STACKS (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities STACKS with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the STACKS are listed, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities STACKS (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities STACKS (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities STACKS (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and the Depositor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital SecuritiesSTACKS, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5Article IX. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent Holders of the other Issuer Trustees or the Holder at least a Majority in Liquidation Amount of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; providedPROVIDED, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (vii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.5 or as contemplated by the Merger (such Merger having been already fully authorized, approved and ratified in all respects and with no other action being needed to authorize such Merger). At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Capital Securities, the Property Trustee or the Delaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any statestate or Puerto Rico; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on a national securities exchange, the Nasdaq National Market or such other exchange, interdealer quotation system of self-regulatory organization as the Capital Securities are then listed, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal or Puerto Rico income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.5 or as contemplated by the Merger (such Merger having been already fully authorized, approved and ratified in all respects and with no other action being needed to authorize such Merger). At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without Trustees (the consent of the other Issuer Trustees or Property Trustee, the Holder Delaware Trustee and the Holders of the Capital SecuritiesSecurities not being required), the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of the United States, any stateState or the District of Columbia; provided, provided that if the Issuer Trust is not the surviving entity (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the rating of the Capital Securities (including any Successor Securities) to be downgraded or withdrawn by any nationally recognized statistical rating organizationorganization which assigns ratings to the Capital Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on the national securities exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self regulatory organization as the Capital Securities are then listed, if any (it being understood that the Depositor has no current intention of listing the Capital Securities on any national stock exchange, the Nasdaq National Market or on any other exchange, interdealer quotation system or self-regulatory organization), (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) after giving effect to the transaction, no Debenture Default and no event which, after the giving of notice or the lapse of time, or both, would become a Debenture Default, has occurred and is continuing under the Indenture, (vii) such successor entity has a purpose substantially identical to that of the Issuer Trust, (viviii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel opinion from independent counsel to the Issuer Trust to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, (b) the Issuer Trust continues to be, and the successor entity shall be, a grantor trust for United States Federal income tax purposes and (bc) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (viiix) the Depositor or its permitted successor or permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespurposes or the Issuer Trust to be required to be registered as an “investment company” under the Investment Company Act.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Trust Preferred Securities of any Series, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Trust Preferred Securities, or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Successor Securities of any Series are listed, or any Successor Securities of any Series will be listed upon notification of issuance, on any national securities exchange or other organization on which the Trust Preferred Securities of such Series are listed, (iii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesTrust Property, (iiiiv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities of any Series (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities of any Series (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, there has been delivered to the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities of any Series (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company 1940 Act, (viiviii) there has been delivered to the Issuer Trustees an Opinion of Counsel experienced in such matters that such merger, consolidation, amalgamation, conveyance, transfer or lease will not cause the Issuer Trust or the successor entity to be classified as an association or a publicly traded partnership taxable as a corporation for United States Federal income tax purposes, (ix) there has been delivered to the Issuer Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, conveyance, transfer or lease and, if an amendment of this Agreement is required in connection with such transaction, such amendment complies with Section 12.2 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Issuer Trustees may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 9.5, (x) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and the Depositor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, Agreement and (viiixi) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, all amounts payable to the Issuer Trustees under Section 8.6 have been paid. The Issuer Trust shall not, except may with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it even if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause otherwise not be permitted under (viii) of the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespreceding sentence.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Preferred Securities, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Preferred Securities, or (b) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Securities are listed, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and the Sponsor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.. [ARTICLE [___]] [CONVERSION] [ARTICLE [___]] [PURCHASE AT OPTION OF HOLDER] [ARTICLE [___]] [PURCHASE AT OPTION OF HOLDER UPON A CHANGE OF CONTROL] [ARTICLE [___]] [CONTINGENT DISTRIBUTIONS] [ARTICLE [___]] CONTINGENT ACCRETION] [ARTICLE [___]] [RESET AND REMARKETING]

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge merge, consolidate or amalgamate with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.5 or as otherwise set forth in this Trust Agreement. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent Holders of the other Issuer Trustees or the Holder at least a Majority in Liquidation Amount of the Capital Securities, the Issuer Trust may merge merge, consolidate or amalgamate with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Capital Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on any national securities exchange, automated quotation system or other organization on which the Capital Securities are then listed, if any, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Securities, consolidate, amalgamate, amalgamate or merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, amalgamate or merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, amalgamate or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section Sections 9.4 or 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, amalgamate or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, Trust Preferred Securities or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Trust Preferred Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on the national securities exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Trust Preferred Securities are then listed, if any, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, respect and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, Act and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.4 or Section 9.3. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Capital Securities, the Property Trustee or the Delaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on a national securities exchange, the Nasdaq Global Select Market or such other exchange, interdealer quotation system of self-regulatory organization as the Capital Securities are then listed, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal or State income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders Holder of all the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Outstanding Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Capital Securities, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, (vii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.,

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent Holders of at least a Majority in Liquidation Amount of the other Issuer Trustees or the Holder of the Outstanding Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, each of the Issuer Trust and the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, (vii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.an

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent Holders of at least a Majority in Liquidation Amount of the other Issuer Trustees or the Holder of the Capital Preferred Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Preferred Securities, or (b) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Preferred Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on any national securities exchange or other organization on which the Preferred Securities are then listed, if any, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent Holders of the other Issuer Trustees or the Holder at least a Majority in Liquidation Amount of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (vii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge merge, consolidate or amalgamate with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.5 or as otherwise set forth in this Trust Agreement. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, the Issuer Trust may merge merge, consolidate or amalgamate with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Preferred Securities, or (b) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesDebt Securities, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Preferred Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on any national securities exchange, automated quotation system or other organization on which the Preferred Securities are then listed, if any, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if anyGuarantee. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Preferred Securities, consolidate, amalgamate, amalgamate or merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, amalgamate or merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, amalgamate or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section Sections 9.4 or 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, amalgamate or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, Trust Preferred Securities or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Trust Preferred Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on the national securities exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Trust Preferred Securities are then listed, if any, (v) such merger, consolidation, 253 amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities (including any Successor Securities) in any material respect, respect and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, Act and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other bodyPerson, except pursuant to this Section 9.5Article IX. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Outstanding Preferred Securities, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, provided that (i) such successor entity either (aA) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, Preferred Securities or (bB) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Preferred Securities, (iv) such mergerthe Successor Securities are listed, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in Securities will be listed upon notice of issuance, on any material respectnational securities exchange or interdealer quotation system on which the Preferred Securities are then listed, if any, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (bB) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, Person except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, Holders the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (aA) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Preferred Securities, or (bB) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesDebt Securities, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization that then assigns a rating to the Preferred Securities, (iv) such mergerthe Preferred Securities are listed, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in Securities will be listed upon notice of issuance, on any material respectnational securities exchange or interdealer quotation system on which the Preferred Securities are then listed, if any, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (bB) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity Person or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes or cause the Debt Securities to be treated as other than indebtedness of the Depositor for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Trust Preferred Securities of any Class, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Trust Preferred Securities, or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Trust Preferred Securities are listed, (iii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to Trust Agreement hold the DebenturesTrust Property, (iiiiv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities of any Class (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities of any Class (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities of any Class (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, (viiviii) the Issuer Trust has received an Opinion of Counsel experienced in such matters that such merger, consolidation, amalgamation, conveyance, transfer or lease will not cause the Issuer Trust or the successor entity to be classified as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (ix) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and the Depositor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the The Issuer Trust shall not, except may with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it even if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause otherwise not be permitted under (viii) of the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespreceding sentence.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Trust Preferred Securities of any Class, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Trust Preferred Securities, or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Trust Preferred Securities are listed, (iii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesTrust Property, (iiiiv) such merger, consolidation, amalgamation, replacement, Trust Agreement conveyance, transfer or lease does not cause the Capital Trust Preferred Securities of any Class (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities of any Class (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities of any Class (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, (viiviii) the Issuer Trust has received a written opinion of Cadwalader, Wxxxxxxxxx & Txxx LLP or other nationally recognized counsel experienced in such matters that such merger, consolidation, amalgamation, conveyance, transfer or lease will not cause the Issuer Trust or the successor entity to be classified as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (ix) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and the Depositor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the The Issuer Trust shall not, except may with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it even if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause otherwise not be permitted under (viii) of the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespreceding sentence.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees Holders of the Trust Preferred Securities of any Series, the Property Trustee or the Holder of the Capital SecuritiesDelaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Trust Preferred Securities, or (b) substitutes for the Capital Trust Preferred Securities other securities having substantially the same terms as the Capital Trust Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Trust Preferred Securities with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) the Successor Securities of any Series are listed, or any Successor Securities of any Series will be listed upon notification of issuance, on any national securities exchange or other organization on which the Trust Preferred Securities of such Series are listed, (iii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the DebenturesTrust Property, (iiiiv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Trust Preferred Securities of any Series (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Trust Preferred Securities of any Series (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, there has been delivered to the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Trust Preferred Securities of any Series (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company 1940 Act, (viiviii) there has been delivered to the Issuer Trustees an Opinion of Counsel experienced in such matters that such merger, consolidation, amalgamation, conveyance, transfer or lease will not cause the Issuer Trust or the successor entity to be treated as an association or a publicly traded partnership taxable as a corporation for United States Federal income tax purposes, (ix) there has been delivered to the Issuer Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, conveyance, transfer or lease and, if an amendment of this Trust Agreement is required in connection with such transaction, such amendment complies with Section 12.2 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Issuer Trustees may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 9.5, (x) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and the Depositor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, Agreement and (viiixi) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, all amounts payable to the Issuer Trustees under Section 8.6 have been paid. The Issuer Trust shall not, except may with the consent of Holders of all of the Capital Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it even if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause otherwise not be permitted under (viii) of the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.preceding sentence. TRUST AGREEMENT ARTICLE X

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge merge, consolidate or amalgamate with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.59.5 or as otherwise set forth in this Trust Agreement. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent Holders of at least a Majority in Liquidation Amount of the other Issuer Trustees or the Holder of the Capital Preferred Securities, the Issuer Trust may merge merge, consolidate or amalgamate with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any stateState; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Preferred Securities, or (b) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization which assigns ratings to the Preferred Securities, (iv) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on any national securities exchange, automated quotation system or other organization on which the Preferred Securities are then listed, if any, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders holders of all of the Capital Preferred Securities, consolidate, amalgamate, amalgamate or merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, amalgamate or merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and without the consent of the other Issuer Trustees or the Holder of the Capital Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, (vii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer transfer, or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative TrusteesAdministrators, and without the consent of the other Issuer Trustees or the Holder Holders of the Capital Preferred Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by by, or convey, transfer transfer, or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that that: (i) such successor entity either (aA) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Preferred Securities, or (bB) substitutes for the Capital Preferred Securities other securities having substantially the same terms as the Capital Preferred Securities (the “Successor Securities”) so as long as the Successor Securities have the same priority as the Capital Preferred Securities with respect to distributions and payments upon liquidation, redemption redemption, and otherwise, ; (ii) a trustee of such that successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, ; (iii) such that merger, consolidation, amalgamation, replacement, conveyance, transfer transfer, or lease does not cause the Capital Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, ; (iv) such that merger, consolidation, amalgamation, replacement, conveyance, transfer transfer, or lease does not adversely affect the rights, preferences preferences, and privileges of the holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, ; (v) such that successor entity has a purpose substantially identical to that of the Issuer Trust, ; (vi) prior to such that merger, consolidation, amalgamation, replacement, conveyance, transfer transfer, or lease, the Property Trustee has received an Opinion of Counsel to the effect that (aA) such merger, consolidation, amalgamation, replacement, conveyance, transfer transfer, or lease does not adversely affect the rights, preferences preferences, and privileges of the Holders of the Capital Preferred Securities (including any Successor Securities) in any material respect, and (bB) following such that merger, consolidation, amalgamation, replacement, conveyance, transfer transfer, or lease, neither the Issuer Trust nor such that successor entity will be required to register as an “investment company” under the Investment Company Act, (vii) the Depositor Sponsor or its permitted transferee owns all of the Common Securities of such that successor entity and guarantees the obligations of such that successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, ; and (viii) if the Preferred Securities are listed on a national securities exchange or interdealer quotation system, the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any that national securities exchange or other organization on which the Capital Securities are then listed, if anyinterdealer quotation system. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by by, or convey, transfer transfer, or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such that consolidation, amalgamation, merger, replacement, conveyance, transfer transfer, or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, and but without the consent of the other Issuer Trustees or the Holder Holders of the Capital Securities, the Property Trustee or the Delaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any statestate or Puerto Rico; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “"Successor Securities”") so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on a national securities exchange, the Nasdaq National Market or such other exchange, interdealer quotation system of self-regulatory organization as the Capital Securities are then listed, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ivv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (vvi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “"investment company” " under the Investment Company Act, and (viiviii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on any national securities exchange or other organization on which the Capital Securities are then listed, if any. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal or Puerto Rico income tax purposes.