Common use of Effect of Merger, Consolidation, Etc Clause in Contracts

Effect of Merger, Consolidation, Etc. Nothing in this Indenture shall prevent any consolidation of the Company with, or merger of the Company into, any corporation having corporate authority to carry on any of the businesses mentioned in Section 4 of this Indenture, or any conveyance, transfer or lease, subject to the lien of this Indenture, of all or substantially all the mortgaged and pledged property as an entirety to any corporation lawfully entitled to acquire or lease and operate the same; provided, how ever, and the Company covenants and agrees, that such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien or security of this Indenture, or any of the rights or powers of the Trustee or the bondholders hereunder; and provided, further, that any :such lease shall be made expressly subject to immediate termination by the Company or by the Trustee at any time during the continuance of a completed default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or under judicial proceedings; and provided further that, upon any such consolidation, merger, conveyance or transfer, or upon any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby, the due and punctual payment of the principal and interest of all said bonds according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed by an indenture with the Trustee executed and caused to be recorded by the corporation formed by such consolidation or into which such merger shall have been made, or acquiring all or substantially all the mortgaged and pledged property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby.

Effect of Merger, Consolidation, Etc. Nothing in this Indenture shall prevent any consolidation of the Section 15.01. The Company may consolidate with, or merger of the Company merge into, any corporation having corporate authority to carry on any of the businesses mentioned in the first sentence of Section 4 1.04 of this Indenture, or any conveyancemay convey, transfer or lease, subject to the lien Lien of this Indenture, of all or substantially all of the mortgaged Mortgaged and pledged property Pledged Property as an entirety to any corporation lawfully entitled to acquire or lease and or operate the same; provided, how everhowever, and the Company covenants and agrees, that such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien Lien or security of this Indenture, or any of the rights or powers of the Trustee Trustees or the bondholders hereunder; and provided, further, that immediately after giving effect to such transaction, no Default shall have occurred and be continuing hereunder; and provided, further, that any :such lease shall be made expressly subject to immediate termination by the Company or by the Trustee Trustees, or either of them, at any time during the continuance of a completed default Default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or under judicial proceedings; and provided further provided, further, that, upon any such consolidation, merger, conveyance or transfer, or upon any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby, the due and punctual payment of the principal and interest of all said bonds secured hereby according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed by an indenture with the Trustee instrument in writing executed and caused delivered to be recorded the Trustees by the corporation formed by such consolidation or into which such merger shall have been made, or acquiring all or substantially all the mortgaged Mortgaged and pledged property Pledged Property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby. No such conveyance, transfer or lease of all or substantially all of the Mortgaged and Pledged Property as an entirety shall have the effect of releasing the Company or any successor corporation that shall theretofore have become such in the manner prescribed in this Section from its liability as obligor and maker on any of the bonds secured hereby. Section 15.02. In case the Company, as permitted by Section 15.01 hereof, shall be consolidated with or merged into any other corporation or shall convey or transfer, subject to the Lien of this Indenture, all or substantially all the Mortgaged and Pledged Property as an entirety, the successor corporation formed by such consolidation, or into which the Company shall have been merged, or which shall have received a conveyance or transfer as aforesaid, upon executing with the Trustees and causing to be recorded an indenture whereby such successor corporation shall expressly assume and agree to pay, duly and punctually, the principal of, interest and premium, if any, on the bonds issued hereunder in accordance with the provisions of said bonds and coupons and this Indenture, and shall agree to perform and fulfill all the covenants and conditions of this Indenture to be kept or performed by the Company, shall succeed to and be substituted for the Company with the same effect as if it had been named herein, and shall have and may exercise under this Indenture the same powers and rights as the Company, and (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing general powers and rights) such successor corporation thereafter may cause to be executed, authenticated and delivered, either in its own name or in the name of Mississippi Power & Light Company, as its name is now or shall then exist, in respect of property of the character defined in Section 1.04 hereof as Property Additions, such bonds as could or might have been executed, issued and delivered by the Company had it acquired such property of such character by purchase on or after the date of such consolidation, merger, conveyance or transfer, and had such consolidation, merger, conveyance or transfer not occurred, and upon the order of such successor corporation in lieu of the Company, and subject to all the terms, conditions and restrictions in this Indenture prescribed concerning the authentication and delivery of bonds, the Trustee shall authenticate and deliver any bonds delivered to it for authentication which shall have been previously signed by the proper officers of the Company, and such bonds as the successor corporation shall thereafter, in accordance with the provisions of this Indenture, cause to be executed and delivered to the Trustee for such purpose, and such successor corporation shall also have and may exercise in respect of the property of such character, and subject to all the terms, conditions and restrictions in this Indenture prescribed applicable thereto, whether as to withdrawal of cash, release of property, or otherwise, the same powers and rights which the Company might or could exercise had it acquired the property of such character by purchase on or after the date of such consolidation, merger, conveyance or transfer, and had such consolidation, merger, conveyance or transfer not occurred. All the bonds so issued or delivered by the Company shall in all respects have the same legal right and security as the bonds theretofore issued or delivered in accordance with the terms of this Indenture as though all of said bonds had been authenticated and delivered at the date of the execution hereof. As a condition precedent to the execution by such successor corporation and the authentication and delivery by the Trustee of any such additional bonds or the withdrawal of cash or release of property, under any of the provisions of this Indenture, on the basis of property of the character defined in this Indenture as Property Additions acquired, made or constructed by the successor corporation or by any corporation with which the Company or any successor corporation may be so consolidated or into which the Company or any successor corporation may be so merged or to which the Company or any successor corporation may make any such conveyance, the indenture with the Trustees to be executed and caused to be recorded by the successor corporation as in this Section provided, or a subsequent indenture, shall contain a conveyance or transfer and mortgage in terms sufficient to subject such property to the Lien hereof; and provided, further, that the lien created thereby and the lien thereon shall have similar force, effect and standing as the Lien of this Indenture would have if the Company should not be consolidated with or merged into such other corporation or should not convey or transfer, subject to this Indenture, all or substantially all the Mortgaged and Pledged Property as an entirety, as aforesaid, to such successor corporation, and should itself on or after the date of such consolidation, merger, conveyance or transfer, acquire or construct such property, and in respect thereof should request the authentication and delivery of bonds or the withdrawal of cash or the release of property under the provisions of this Indenture. Section 15.03. In case the Company, as permitted by Section 15.01 of this Indenture, shall be consolidated with or merged into any other corporation, or shall convey or transfer, subject to the Lien of this Indenture, all or substantially all the Mortgaged and Pledged Property as an entirety as aforesaid, neither this Indenture nor the indenture with the Trustees to be executed and caused to be recorded by the successor corporation as in Section 15.02 hereof provided, shall, unless such indenture shall otherwise provide, become or be or be required to become or be a lien upon any of the properties, rights or franchises then owned or thereafter acquired by the successor corporation (by purchase, consolidation, merger, donation, construction, erection or in any other way) except (a) those acquired by it from the Company, and improvements, extensions and additions thereto and renewals and replacements thereof,

Effect of Merger, Consolidation, Etc. SECTION 17.01. Nothing in this Indenture shall prevent any lawful consolidation of the Company with, or lawful merger of the Company into, any other corporation having corporate authority to carry on any of the businesses mentioned in Section 4 of this Indenture, or any conveyance, transfer or lease, subject to the lien of this Indenture, of all or substantially all the mortgaged and pledged property as an entirety to any corporation lawfully entitled to acquire or lease and operate the same; provided, how everhowever, and the Company covenants and agrees, that such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien or security of this Indenture, or any of the rights or powers of the Trustee or the bondholders hereunder; and provided, further, that any :such lease shall be made expressly subject to immediate termination by the Company or by the Trustee at any time during the continuance of a completed default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or under judicial proceedings; and provided further that, upon any such consolidation, merger, conveyance or transfer, or upon any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby, the due and punctual payment of the principal and interest of all said bonds according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed by an indenture with the Trustee executed and caused to be recorded by the corporation formed by such consolidation or into which such merger shall have been made, or acquiring all or substantially all the mortgaged and pledged property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby. SECTION 17.02. In case the Company, as permitted by Section 17.01 hereof, shall be consolidated with or merged into any other corporation, or shall convey or transfer, subject to the lien of this Indenture, all or substantially all the mortgaged and pledged property as an entirety, the successor corporation formed by such consolidation, or into which the Company shall have been merged, or which shall have received a conveyance or transfer as aforesaid—upon executing and causing to be recorded an indenture with the Trustee, satisfactory to the Trustee whereby such successor corporation shall assume and agree to pay, duly and punctually, the principal and interest of the bonds issued hereunder in accordance with the provisions of said bonds and coupons and this Indenture, and shall agree to perform and fulfill all the covenants and conditions of this Indenture to be kept or performed by the Company—shall succeed to and be substituted for the Company, with the same effect as if it had been named herein, and shall have and may exercise under this Indenture the same powers and rights as the Company, and (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing general powers and rights) such successor corporation thereupon may cause to be executed, authenticated and delivered, either in its own name or in the name of The Laclede Gas Light Company, as its name shall then exist, in respect of property of the character defined in Section 1.04 hereof as property additions (including, without limitation, property acquired from St. Louis County Gas Company, or any successor thereto) such bonds as could or might have been executed, issued and delivered by the Company had it acquired such property, of such character by purchase on the date of such consolidation, merger, conveyance or transfer and had such consolidation, merger, conveyance or transfer not occurred, and upon the order of such successor corporation in lieu of the Company, and subject to all the terms, conditions and restrictions in this Indenture prescribed, concerning the authentication and delivery of bonds, the Trustee shall authenticate and deliver any bonds which shall have been previously signed and delivered by the officers of the Company to the Trustee for authentication, and such bonds as the successor corporation shall thereafter, in accordance with the provisions of this Indenture, cause to be executed and delivered to the Trustee for such purpose, and such successor corporation shall also have and may exercise in respect of the property of such character, and subject to all the terms, conditions and restrictions in this Indenture prescribed applicable thereto, whether as to withdrawal of cash, release of property or otherwise, the same powers and rights which the Company might or could exercise had it acquired the property of such character by purchase on the date of such consolidation, merger, conveyance or transfer and had such consolidation, merger, conveyance or transfer not occurred. All the bonds so issued shall in all respects have the same legal right and security as the bonds theretofore issued in accordance with the terms of this Indenture as though all of said bonds had been authenticated and delivered at the date of the execution hereof. As a condition precedent to the execution by such successor corporation and the authentication and delivery by the Trustee of any such additional bonds or the withdrawal of cash or the release of property under any of the provisions of this Indenture or a credit under the provisions of Sections 2.13 or 9.07 hereof, on the basis of property of the character defined in Section 1.04 hereof as property additions acquired, made or constructed by the successor corporation, or by any corporation with which the Company or any successor corporation may be so consolidated or into which the Company or any successor corporation may be so merged or to which the Company or any successor corporation may make any such conveyance, the indenture with the Trustee to be executed and caused to be recorded by the successor corporation as in this Article XVII provided or a subsequent indenture shall contain a conveyance or transfer and mortgage in terms sufficient to subject such property to the lien hereof; and provided further that the lien created thereby and the lien thereof shall have similar force, effect and standing as the lien of this Indenture would have if the Company should not be consolidated with or merged into such other corporation or should not convey or transfer, subject to this Indenture, all or substantially all the mortgaged and pledged property as an entirety, as aforesaid, to such successor corporation, and should itself on the date of such consolidation, merger, conveyance or transfer, acquire or construct such property, and request the authentication and delivery of bonds or the withdrawal of cash or the release of property under the provisions of this Indenture in respect thereof or a credit under the provisions of Sections 2.13 or 9.07 hereof. To the extent permitted by Sections 18.02 and 18.03, the Trustee may receive an opinion of counsel as conclusive evidence that any such assumption and any such lien and any such indenture comply with the foregoing conditions and provisions of this Section. SECTION 17.03. In case the Company, as permitted by Section 17.01 of this Indenture, shall be consolidated with or merged into any other corporation, or shall convey or transfer, subject to this Indenture, all or substantially all the mortgaged and pledged property as an entirety as aforesaid, neither this Indenture nor the indenture with the Trustee to be executed and caused to be recorded by the successor corporation as in this Article XVII hereof provided, shall, unless such indenture shall otherwise provide, become or be a lien upon any of the property or franchises of the successor corporation except (a) those acquired by it from the Company and appurtenant thereto and property which the successor corporation shall thereafter acquire or construct which shall form an integral part of, and be essential to the use or operation of, any property then or thereafter subject to the lien hereof, (b) the property made and used by the successor corporation as the basis under any of the provisions of this Indenture for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property or a credit under the provisions of Sections 2.13 or 9.07 hereof and (c) such franchises, repairs and additional property as may be acquired, made or constructed by the successor corporation (1) to maintain, renew and preserve the franchises covered by this Indenture or to maintain the mortgaged and pledged property as an operating system or systems in good repair, working order and condition, or (2) in pursuance of some covenant or agreement hereof to be kept or performed by the Company. Unless and until the successor corporation shall subject all the properties of the successor corporation to the lien of this Indenture, it shall in case of any merger, consolidation or transfer keep the accounts of the successor corporation so that the earnings of the mortgaged and pledged property may be at all times distinguished, and all covenants herein contained affecting the mortgaged and pledged property be fully performed.

Effect of Merger, Consolidation, Etc. Nothing in In case the Corporation shall, while this Indenture shall prevent Warrant remains outstanding, enter into any consolidation of with or merger into any other corporation wherein the Company withCorporation is not the surviving corporation, or merger wherein securities of a corporation other than the Company into, any corporation having corporate authority Corporation are distributable to carry on any holders of the businesses mentioned in Section 4 of this IndentureCommon Stock, or any conveyance, transfer sell or lease, subject to the lien of this Indenture, of all or substantially all the mortgaged and pledged convey its property as an entirety to any corporation lawfully entitled to acquire or lease and operate the same; provided, how eversubstantially as an entirety, and the Company covenants and agrees, that in connection with such consolidation, merger, sale or conveyance, transfer shares of stock or lease other securities shall be upon issuable or deliverable in exchange for the Common Stock, then, as a condition of such terms as fully to preserve consolidation, merger, sale or conveyance, lawful and in no respect to impair the lien or security of this Indenture, or any of the rights or powers of the Trustee or the bondholders hereunder; and provided, further, that any :such lease adequate provision shall be made expressly subject whereby the holder of this Warrant shall thereafter be entitled to immediate termination by the Company or by the Trustee at any time during the continuance of a completed default hereunder, and also by the purchaser purchase pursuant to this Warrant (in lieu of the property so leased number of shares of Common Stock which such holder would have been entitled to purchase immediately prior to such consolidation, merger, sale or conveyance) the shares of stock or other securities to which such number of shares of Common Stock would have been entitled at any the time of such consolidation, merger, sale thereof hereunderor conveyance, whether at an aggregate purchase price equal to that which would have been payable if such sale be made under the power number of sale hereby conferred or under judicial proceedings; and provided further that, upon shares of Common Stock had been purchased by exercise of this Warrant immediately prior thereto. In case of any such consolidation, merger, conveyance sale or transferconveyance, appropriate provision shall be made with respect to the rights and interests thereafter of the holders of Warrants, to the end that all the provisions of the Warrants (including without limitation the provisions of this Article IV) shall thereafter be applicable, as nearly as practicable, to such stock or other securities thereafter deliverable upon the exercise of the Warrants. The Corporation shall not effect any such lease consolidation, merger, sale or conveyance unless prior to or simultaneously with the term consummation thereof the successor corporation (if other than the Corporation) resulting from such consolidation or merger or purchasing or acquiring such assets shall assume by written instrument, executed and mailed or delivered to each holder of which extends beyond the date of maturity of any of the bonds secured herebyWarrants, the due and punctual payment obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the principal and interest foregoing provisions, such Warrantholder may be entitled to receive, which instrument shall contain the express assumption by such successor corporation of all said bonds according to their tenor and the due and punctual performance and observance of all the covenants and conditions every provision of this Indenture Warrant to be kept or performed and observed by the Company shall be expressly assumed by an indenture with the Trustee executed Corporation and caused to be recorded by the corporation formed by such consolidation or into which such merger shall have been made, or acquiring of all or substantially all the mortgaged liabilities and pledged property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of any obligations of the bonds secured herebyCorporation hereunder. Nothing in this Section 4.04 shall impair any otherwise available right of a Warrantholder to exercise this Warrant, whether pursuant to Section 4.06 or otherwise.

Effect of Merger, Consolidation, Etc. Nothing in If, at any time when this Indenture shall prevent any consolidation Note is issued and outstanding and prior to conversion of all of the Company withNotes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or merger other similar event, as a result of which shares of Common Stock shall be changed into the same or a different number of shares of another class or classes of stock or securities of Parent or another entity, or the effectuation by Parent of a transaction or series of related transactions in which more than 50% of the Company intovoting power of shares of Common Stock is disposed of, any corporation having corporate authority to carry on any then, in Holder’s discretion, Holder may require one of the businesses mentioned following by providing written notice to Parent at any time no later than six (6) months after the date such transaction closes: (i) the obligations outstanding hereunder shall be paid in full no later than six (6) months after the date such transaction closes, and notwithstanding anything to the contrary herein, the failure to make such payment in a timely manner shall be an automatic Event of Default under Section 4 3.1 and the obligations hereunder shall accelerate and Default Interest shall begin to accrue automatically upon such failure to pay, whether or not Holder notifies Parent of such acceleration or accrual; or (ii) Holder shall have the right to receive upon conversion of this IndentureNote, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or any conveyance, transfer or lease, subject assets which the Holder would have been entitled to the lien of receive in such transaction had this Indenture, of all or substantially all the mortgaged and pledged property as an entirety Note been converted in full immediately prior to such transaction (without regard to any corporation lawfully entitled to acquire or lease and operate the same; provided, how everlimitations on conversion set forth herein), and the Company covenants and agrees, that in any such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien or security of this Indenture, or any of the rights or powers of the Trustee or the bondholders hereunder; and provided, further, that any :such lease case appropriate provisions shall be made expressly subject with respect to immediate termination by the Company or by the Trustee at any time during the continuance of a completed default hereunder, rights and also by the purchaser interests of the property so leased Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. Parent shall not affect any transaction described in this Section 1.7(b) unless (x) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at any sale thereof hereunderleast fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, whether or if there is no such sale be made under record date, the power of sale hereby conferred or under judicial proceedings; and provided further thatconsummation of, upon any such merger, consolidation, mergerexchange of shares, conveyance recapitalization, reorganization or transfer, other similar event or upon any such lease sale of assets (during which time the term of which extends beyond Holder shall be entitled to convert this Note) and (y) the date of maturity of any of resulting successor or acquiring entity (if not Parent) assumes by written instrument the bonds secured hereby, the due and punctual payment of the principal and interest of all said bonds according to their tenor and the due and punctual performance and observance of all the covenants and conditions obligations of this Indenture Note. The above provisions shall similarly apply to be kept successive consolidations, mergers, sales, transfers or performed by the Company shall be expressly assumed by an indenture with the Trustee executed and caused to be recorded by the corporation formed by such consolidation or into which such merger shall have been made, or acquiring all or substantially all the mortgaged and pledged property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of any of the bonds secured herebyshare exchanges.

Effect of Merger, Consolidation, Etc. Nothing in this Indenture shall prevent any consolidation of the Section 15.01. The Company may consolidate with, or merger of the Company merge into, any corporation having corporate authority to carry on any of the businesses mentioned in the first sentence of Section 4 1.04 of this Indenture, or any conveyancemay convey, transfer or lease, subject to the lien Lien of this Indenture, of all or substantially all of the mortgaged Mortgaged and pledged property Pledged Property as an entirety to any corporation lawfully entitled to acquire or lease and or operate the same; provided, how everhowever, and the Company covenants and agrees, that such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien Lien or security of this Indenture, or any of the rights or powers of the Trustee Trustees or the bondholders hereunder; and provided, further, that immediately after giving effect to such transaction, no Default shall have occurred and be continuing hereunder; and provided, further, that any :such lease shall be made expressly subject to immediate termination by the Company or by the Trustee Trustees, or either of them, at any time during the continuance of a completed default Default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or under judicial proceedings; and provided further provided, further, that, upon any such consolidation, merger, conveyance or transfer, or upon any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby, the due and punctual payment of the principal and interest of all said bonds secured hereby according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed by an indenture with the Trustee instrument in writing executed and caused delivered to be recorded the Trustees by the corporation formed by such consolidation or into which such merger shall have been made, or acquiring all or substantially all the mortgaged Mortgaged and pledged property Pledged Property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby. No such conveyance, transfer or lease of all or substantially all of the Mortgaged and Pledged Property as an entirety shall have the effect of releasing the Company or any successor corporation that shall theretofore have become such in the manner prescribed in this Section from its liability as obligor and maker on any of the bonds secured hereby. Section 15.02. In case the Company, as permitted by Section 15.01 hereof, shall be consolidated with or merged into any other corporation or shall convey or transfer, subject to the Lien of this Indenture, all or substantially all the Mortgaged and Pledged Property as an entirety, the successor corporation formed by such consolidation, or into which the Company shall have been merged, or which shall have received a conveyance or transfer as aforesaid, upon executing with the Trustees and causing to be recorded an indenture whereby such successor corporation shall assume and agree to pay, duly and punctually, the principal of and interest on the bonds issued hereunder in accordance with the provisions of said bonds and coupons and this Indenture, and shall agree to perform and fulfill all the covenants and conditions of this Indenture to be kept or performed by the Company, shall succeed to and be substituted for the Company with the same effect as if it had been named herein, and shall have and may exercise under this Indenture the same powers and rights as the Company, and (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing general powers and rights) such successor corporation thereafter may cause to be executed, authenticated and delivered, either in its own name or in the name of New Orleans Public Service Inc., as its name is now or shall then exist, in respect of property of the character defined in Section 1.04 hereof as Property Additions, such bonds as could or might have been executed, issued and delivered by the Company had it acquired such property of such character by purchase on or after the date of such consolidation, merger, conveyance or transfer, and had such consolidation, merger, conveyance or transfer not occurred, and upon the order of such successor corporation in lieu of the Company, and subject to all the terms, conditions and restrictions in this Indenture prescribed concerning the authentication and delivery of bonds, the Trustee shall authenticate and deliver any bonds delivered to it for authentication which shall have been previously signed by the proper officers of the Company, and such bonds as the successor corporation shall thereafter, in accordance with the provisions of this Indenture cause to be executed and delivered to the Trustee for such purpose, and such successor corporation shall also have and may exercise in respect of the property of such character, and subject to all the terms, conditions and restrictions in this Indenture prescribed applicable thereto, whether as to withdrawal of cash, release of property, or otherwise, the same powers and rights which the Company might or could exercise had it acquired the property of such character by purchase on or after the date of such consolidation, merger, conveyance or transfer, and had such consolidation, merger, conveyance or transfer not occurred. All the bonds so issued or delivered by the Company shall in all respects have the same legal right and security as the bonds theretofore issued or delivered in accordance with the terms of this Indenture as though all of said bonds had been authenticated and delivered at the date of the execution hereof. As a condition precedent to the execution by such successor corporation and the authentication and delivery by the Trustee of any such additional bonds or the withdrawal of cash or release of property, under any of the provisions of this Indenture, on the basis of property of the character defined in this Indenture as Property Additions acquired, made or constructed by the successor corporation or by any corporation with which the Company or any successor corporation may be so consolidated or into which the Company or any successor corporation may be so merged or to which the Company ox any successor corporation may make any such conveyance, the indenture with the Trustees to be executed and caused to be recorded by the successor corporation as in this Section provided, or a subsequent indenture, shall contain a conveyance or transfer and mortgage in terms sufficient to subject such property to the Lien hereof; and provided, further, that the lien created thereby and the lien thereon shall have similar force, effect and standing as the Lien of this Indenture would have if the Company should not be consolidated with or merged into such other corporation or should not convey or transfer, subject to this Indenture, all or substantially all the Mortgaged and Pledged Property as an entirety, as aforesaid, to such successor corporation, and should itself on or after the date of such consolidation, merger, conveyance or transfer, acquire or construct such property, and in respect thereof should request the authentication and delivery of bonds or the withdrawal of cash or the release of property under the provisions of this Indenture. Section 15.03. In case the Company, as permitted by Section 15.01 of this Indenture, shall be consolidated with or merged into any other corporation, or shall convey or transfer, subject to the Lien of this Indenture, all or substantially all the Mortgaged and Pledged Property as an entirety as aforesaid, neither this Indenture nor the indenture with the Trustees to be executed and caused to be recorded by the successor corporation as in Section 15.02 hereof provided, shall, unless such indenture shall otherwise provide, become or be or be required to become or be a lien upon any of the properties, rights or franchises then owned or thereafter acquired by the successor corporation (by purchase, consolidation, merger, donation, construction, erection or in any other way) except (a) those acquired by it from the Company, and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the successor corporation as the basis under any of the provisions of this Indenture for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property, and (c) such franchises, repairs and additional property as may be acquired, made or constructed by the successor corporation (1) to maintain, renew and preserve the franchises covered by this Indenture, or (2) to maintain the property mortgaged and intended to be mortgaged hereunder as an operating system or systems in good repair, working order and condition, or (3) in rebuilding or renewal of property, subject to the Lien hereof, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, rails, ties, switches, tools, implements and furniture, subject to the Lien hereof, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the property mortgaged, and intended to be mortgaged hereunder.

Effect of Merger, Consolidation, Etc. Section 14.01. Nothing in this Indenture shall prevent any consolidation of the Company with, or merger of the Company into, any corporation having corporate authority to carry on any of the businesses mentioned in Section 4 of this Indenturethe Company, or any conveyance, transfer or lease, subject to the lien of this Indenture, of all or substantially all the mortgaged Mortgaged and pledged property Pledged Property as an entirety to any corporation lawfully entitled to acquire or lease and operate the same; provided, how everhowever, and the Company covenants and agrees, that such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien lien, efficiency or security of this Indenture, or of any of the rights or powers of the Trustee or the bondholders hereunder; and provided, further, that any :such lease shall be made expressly subject to immediate termination by the Company or by the Trustee at any time during the continuance of a completed default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or under judicial proceedings; and provided further further, that, upon any such consolidation, merger, conveyance or transfer, or upon any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby, the due and punctual payment of the principal and interest of all said bonds according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed by an indenture with the Trustee executed and caused to be recorded in writing by the corporation formed by such consolidation or into which such merger shall have been made, or acquiring all or substantially all the mortgaged Mortgaged and pledged property Pledged Property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby. Section 14.02. In case the Company, pursuant to Section 14.01 hereof, shall be consolidated with or merged into any other corporation, or all the Mortgaged and Pledged Property as an entirety shall be conveyed or transferred, subject to the Lien of this Indenture, and in case the successor corporation formed by such consolidation, or into which the Company shall have been merged, or which shall have received a conveyance or transfer as aforesaid, shall have executed and caused to be recorded an indenture with the Trustee, satisfactory to the Trustee, whereby such successor corporation shall have assumed and agreed to pay, duly and punctually, the principal and interest of the bonds issued hereunder in accordance with the provisions of said bonds and this Indenture, and shall have agreed to perform and fulfill all the covenants and conditions of this Indenture to be kept or performed by the Company, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein, and shall have and may exercise under this Indenture the same powers and rights as the Company, and (without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing general powers and rights) such successor corporation thereupon may cause to be executed, issued and delivered, either in its own name or in the name of Southern Indiana Gas and Electric Company, as its name shall then exist, such bonds as could or might have been executed, issued and delivered by the Company had such consolidation, merger, conveyance or transfer not occurred, and upon the order of such successor corporation in lieu of the Company, and subject to all the terms, conditions and restrictions in this Indenture prescribed, concerning the authentication and delivery of bonds, the Trustee shall authenticate and deliver any bonds which shall have been previously signed and delivered by the officers of the Company to the Trustee for authentication, and such bonds as the successor corporation shall thereafter, in accordance with the provisions of this Indenture, cause to be executed and delivered to the Trustee for such purpose, and such successor corporation shall also have and may exercise in respect of any Property Additions, and subject to all the terms, conditions and restrictions in this Indenture prescribed applicable thereto, whether as to withdrawal of cash, release of property or otherwise, the same powers and rights which the Company might or could exercise had such consolidation, merger, conveyance or transfer not occurred. All the bonds so issued shall in all respects have the same legal right and security as the bonds theretofore issued in accordance with the terms of this Indenture as though all of said bonds had been authenticated and delivered at the date of the execution hereof. As a condition precedent to the execution by such successor corporation and the authentication and delivery by the Trustee of any such additional bonds or the withdrawal of cash or the release of property under any of the provisions of this Indenture, on the basis of Property Additions acquired, made or constructed by the successor corporation, or by any corporation with which the Company or any successor corporation may be so consolidated or into which the Company or any successor corporation may be so merged or to which the Company or any successor corporation may make any such conveyance, the indenture with the Trustee to be executed and caused to be recorded by the successor corporation as in this Section provided or a subsequent indenture, shall contain a conveyance or transfer and mortgage in terms sufficient to subject such Property Additions to the Lien of this Indenture, and the lien created thereby shall have similar force, effect and standing as the Lien of this Indenture would have if the Company should not be consolidated with or merged into such other corporation or should not convey or transfer, subject to this Indenture, all the Mortgaged and Pledged Property as an entirety, as aforesaid, to such successor corporation, and should itself acquire or construct such Property Additions, and request the authentication and delivery of bonds or the withdrawal of cash or the release of property under the provisions of this Indenture in respect thereof. The Trustee may receive an Opinion of Counsel and a Treasurer’s Certificate as conclusive evidence that any such indenture complies with the foregoing conditions and provisions of this Section. Section 14.03. In case the Company, pursuant to Section 14.01 hereof, shall be consolidated with or merged into any other corporation, or all the Mortgaged and Pledged Property as an entirety as aforesaid shall be conveyed or transferred, subject to the Lien of this Indenture, neither this Indenture nor the indenture with the Trustee to be executed and caused to be recorded by the successor corporation as provided in Section 14.02 hereof, shall, unless such indenture shall otherwise provide, become or be a lien upon any of the properties or franchises of the successor corporation except (1) those acquired by it from the Company and property appurtenant thereto and property which the successor corporation shall thereafter acquire or construct which shall form an integral part of or be essential for the use or operation of any property then or thereafter subject to the Lien of this Indenture, and property which shall then or thereafter be located on or appurtenant to or used in the operation of any such property; (2) the Property Additions to or about the plants or properties of the successor corporation made and used by it as the basis for the issue of additional bonds or the withdrawal of cash or the release of property under this Indenture as herein provided; and (3) such franchises, repairs and additional property as may be acquired, made or constructed by the successor corporation to maintain, renew and preserve the franchises covered by this Indenture and to keep and maintain the Mortgaged and Pledged Property in good repair, working order and condition as an operating system or systems, or in pursuance of some covenant or agreement hereof to be kept or performed by the Company.

Effect of Merger, Consolidation, Etc. Nothing in If at any time when this Indenture Debenture is issued and outstanding, there shall prevent be any consolidation merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company withBorrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or merger in case of the Company into, any corporation having corporate authority to carry on any of the businesses mentioned in Section 4 of this Indenture, sale or any conveyance, transfer or lease, subject to the lien of this Indenture, conveyance of all or substantially all of the mortgaged assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Debenture shall thereafter have the right to receive upon conversion of this Debenture, upon the bases and pledged property as an entirety to any corporation lawfully upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to acquire or lease and operate the same; provided, how everreceive in such transaction had this Debenture been converted immediately prior to such transaction, and the Company covenants and agrees, that in any such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien or security of this Indenture, or any of the rights or powers of the Trustee or the bondholders hereunder; and provided, further, that any :such lease case appropriate provisions shall be made expressly subject with respect to immediate termination by the Company or by the Trustee at any time during the continuance of a completed default hereunder, rights and also by the purchaser interests of the property so leased at Holder of this Debenture to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Debenture) shall thereafter be applicable, as nearly as may be practicable in relation to any sale thereof hereundersecurities or assets thereafter deliverable upon the exercise hereof. The Borrower shall not effect any transaction described in this Section 1.6 unless (a) it first gives prior written notice five (5) business days prior to the record date of the special meeting of stockholders to approve, whether or if there is no such sale be made under record date, five (5) business days prior to the power of sale hereby conferred or under judicial proceedings; and provided further thatconsummation of, upon any such merger, consolidation, mergerexchange of shares, conveyance recapitalization, reorganization or transfer, other similar event or upon any such lease sale of assets (during which time the term of which extends beyond the date of maturity of any of the bonds secured hereby, the due and punctual payment of the principal and interest of all said bonds according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Holder shall be expressly assumed by an indenture with entitled to convert this Debenture) and (b) the Trustee executed and caused to be recorded by the corporation formed by such consolidation or into which such merger shall have been made, resulting successor or acquiring all or substantially all entity (if not the mortgaged and pledged property as an entirety, as aforesaid, or Borrower) assumes by written instrument the lessee under any such lease the term obligations of which extends beyond the date of maturity of any of the bonds secured hereby.this

Effect of Merger, Consolidation, Etc. SECTION 13.01 Nothing in this Indenture shall prevent any consolidation of the Company with, or merger of the Company into, any corporation having corporate authority to carry on own and operate the properties to be vested in it by any of the businesses mentioned in Section 4 of this Indenturesuch consolidation or merger, or shall prevent any conveyance, transfer or lease, subject to the lien of this Indenture, of all or substantially all the mortgaged and pledged property as an entirety entirety, or substantially as an entirety, to any corporation lawfully entitled to acquire or lease and operate the same; provided, how everhowever, and the Company covenants and agrees, that such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien or security of this Indenture, or any of the rights or powers of the Trustee or the bondholders hereunder; and provided, further, that any :such lease shall be made expressly subject to immediate termination by the Company or by the Trustee at any time during the continuance of a completed default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or under judicial proceedings; and provided further that, upon any such consolidation, merger, conveyance or transfer, or upon any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby, the due and punctual payment of the principal and interest of all said bonds according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall by an indenture supplemental hereto, in form satisfactory to the Trustee, executed and delivered to the Trustee, be expressly assumed by an indenture with the Trustee executed and caused to be recorded by the corporation formed by such consolidation or into which such 184 172 merger shall have been made, or acquiring all or substantially all the mortgaged and pledged property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby. SECTION 13.02. In case the Company, as permitted by Section 13.01 hereof, shall be consolidated with or merged into any other corporation, or shall convey or transfer, subject to the lien of this Indenture, all or substantially all the mortgaged and pledged property as an entirety, or substantially as an entirety, the successor corporation formed by such consolidation, or into which the Company shall have been merged, or which shall have received a conveyance or transfer as aforesaid--upon executing and causing to be recorded an indenture supplemental hereto as provided in Section 13.01--shall succeed to and be substituted for the Company, with the same effect as if it had been named herein, and shall have and may exercise under this Indenture the same powers and rights as the Company, and (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing general powers and rights) such successor corporation thereupon may cause to be executed, issued and delivered, either in its own name or in the name of Central Louisiana Electric Company, Inc., as its name shall then exist, in respect of property of the character defined in Section 1.03 hereof as property additions, such bonds as could or might have been executed, issued and delivered by the Company had it acquired such property of such character by purchase on the date of such consolidation, merger, conveyance or transfer and had such consolidation, merger, conveyance or transfer not occurred, and upon the order of such successor corporation in lieu of the Company, and subject to all the terms, conditions and restrictions in this Indenture prescribed, concerning the authentication and delivery of bonds, the Trustee shall authenticate and deliver any bonds which shall have been previously signed and delivered by the officers of the Company to the Trustee for authentication, and such bonds as the successor corporation shall thereafter, in accordance with the provisions of this Indenture, cause to be executed and delivered to the Trustee for such purpose, and such successor corporation shall also have and may exercise in respect of the property of such character, and subject to all the terms, conditions and restrictions in this Indenture prescribed applicable thereto, whether as to withdrawal of cash, release of property or otherwise, the 185 173 same powers and rights which the Company might or could exercise had it acquired the property of such character by purchase on the date of such consolidation, merger, conveyance or transfer and had such consolidation, merger, conveyance or transfer not occurred. All the bonds so issued shall in all respects have the same legal right and security as the bonds theretofore issued in accordance with the terms of this Indenture as though all of said bonds had been authenticated and delivered at the date of the execution hereof. As a condition precedent to the execution by such successor corporation and the authentication and delivery by the Trustee of any such additional bonds or the withdrawal of cash or the release of property under any of the provisions of this Indenture, on the basis of property of the character defined in Section 1.03 hereof as property additions, acquired, made or constructed by the successor corporation, or by any corporation with which the Company or any successor corporation may be so consolidated or into which the Company or any successor corporation may be so merged or to which the Company or any successor corporation may make any such conveyance, the indenture with the Trustee to be executed and caused to be recorded by the successor corporation as in this Section provided or one or more subsequently executed indentures, shall contain a conveyance or transfer and mortgage in terms sufficient to subject such property to the lien hereof; and provided further that the lien created thereby and the lien thereon shall have similar force, effect and standing as the lien of this Indenture would have if the Company should not be consolidated with or merged into such other corporation or should not convey or transfer, subject to this Indenture, all or substantially all of the mortgaged and pledged property as an entirety as aforesaid, to such successor corporation, and should itself on the date of such consolidation, merger, conveyance or transfer acquire or construct such property, and request the authentication and delivery of bonds or the withdrawal of cash or the release of property under the provisions of this Indenture in respect thereof. To the extent permitted by Sections 14.02 and 14.03 hereof the Trustee may receive an opinion of counsel as conclusive evidence that any such assumption and any such lien and any such indenture comply with the foregoing conditions and provisions of this Section. In case of any such consolidation or merger or conveyance or transfer such changes in phraseology and form (but not in substance) may be 186 174 made in the bonds thereafter to be issued hereunder, as may be appropriate. SECTION 13.03. In case the Company, as permitted by Section 13.01 hereof, shall be consolidated with or merged into any other corporation, or shall convey or transfer, subject to this Indenture, all or substantially all the mortgaged and pledged property as an entirety, or substantially as an entirety as aforesaid, neither this Indenture nor the supplemental indenture with the Trustee to be executed and caused to be recorded by the successor corporation as in Section 13.02 hereof provided, shall, unless such indenture shall otherwise provide, become or be a lien upon any of the properties or franchises of the successor corporation except (a) those acquired by it from the Company and those appurtenant thereto and property which the successor corporation shall thereafter acquire or construct which shall form an integral part of, and be essential to the use or operation of, any property then or thereafter subject to the lien hereof, (b) the property made and used by the successor corporation as the basis under any of the provisions of this Indenture for the authentication and delivery of additional bonds, or the withdrawal of cash, or for a credit under any requirement hereof, or the release of property, and (c) such franchises, repairs and additional property as may be acquired, made or constructed by the successor corporation (i) to maintain, renew and preserve the franchises covered by this Indenture and to maintain the property mortgaged and intended to be mortgaged hereunder as an operating system or systems in good repair, working order and condition, or (ii) in pursuance of some covenant or condition hereof to be performed or observed by the Company.

Effect of Merger, Consolidation, Etc. Sec. 12.01. Nothing in this Indenture or in any bond out- standing hereunder shall prevent any consolidation of the Company with, or merger of the Company intoor of any successor company with or into which it has been lawfully consolidated or merged, with or into any corporation corpora- tion having corporate authority to carry on any of the businesses mentioned business men- tioned in Section 4 of this Indenture1.05, or any conveyance, transfer or lease, subject to the lien of this Indenture, of all the mortgaged property as an entirety or substantially all the mortgaged and pledged property as an entirety to any corporation lawfully law- fully entitled to acquire or lease and operate the same; or to prevent successive similar consolidations, mergers, conveyances, transfers and leases to which the Company or its successor or successors shall be a party or parties; provided, how everhowever, and the Company covenants and agrees, that every such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien lien, efficiency or security of this Indenture, or any of the rights or powers of the Trustee or the bondholders hereunder; and provided, further, provided further that any :such lease shall be made expressly subject to immediate termination by the Company or by the Trustee at any time during the continuance of a completed default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunderhere- under, whether such sale be made under the power of sale hereby conferred or under judicial proceedings; and provided further that, upon any such consolidation, merger, conveyance or transfertrans- fer, or upon any such lease the term of which extends beyond the date of maturity of any of the bonds secured herebythen outstanding hereunder, the due and punctual payment of the principal of and interest on all of all said bonds according to their tenor tenor, and the due and punctual performance and observance of all the covenants and conditions con- ditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed by an indenture with the Trustee executed and caused to be recorded by the corporation formed by such consolidation or into which such merger shall have been made, or acquiring all or substantially all the mortgaged and pledged property as an entirety, as aforesaid, or by the lessee under any such each lease the term of which extends beyond the date of maturity of any of the bonds secured hereby; and provided further that no such con- solidation, merger, conveyance, transfer or lease shall be made except upon such terms as shall fully preserve and protect the then existing franchises of the Company, subject, however, to the provisions of subsection (3) of Section 8.05. 12.02. In case the Company, pursuant to Section 12.01, shall be consolidated with or merged into any other corporation, or shall convey or transfer, subject to the lien of this Inden- ture, the mortgaged property as aforesaid, the successor corpora- tion formed by such consolidation, or into which the Company shall have been merged, or which shall have received a conveyance or transfer as aforesaid -- upon executing and causing to be recorded a supplemental indenture with the Trustee, satisfactory to the Trustee, whereby such successor corporation shall assume and agree to pay, duly and punctually, the principal and interest of the bonds issued hereunder in accordance with the provisions of said bonds and coupons and this Indenture, and shall agree to perform and fulfill all the covenants and conditions of this In- denture binding upon the Company -- shall succeed to and be sub- stituted for the Company, with the same effect as if it had been named herein as the mortgagor company, and, without prejudice to the generality of the foregoing, such successor corporation thereupon may cause to be executed, authenticated and delivered, either in its own name or in the present name of the Company or its name as lawfully changed, such bonds as could or might have been executed, issued and delivered by the Company under any pro- vision of this Indenture, and upon the order of such successor corporation in lieu of the Company, and subject to all the terms, conditions and restrictions in this Indenture prescribed, con- cerning the authentication and delivery of bonds, the Trustee shall authenticate and deliver any of such bonds which shall have been previously signed and delivered by the officers of the Company to the Trustee for authentication, and any of such bonds which such successor corporation shall thereafter, in accordance with the provisions of this Indenture, cause to be executed and deliver to the Trustee for such purpose, and such successor corporation shall have and may exercise, in respect of the issue of bonds on the basis of property additions, cash or prior ▇▇▇▇ ▇▇▇▇▇, and subject to all the terms, conditions and restrictions in this Indenture prescribed applicable thereto, whether as to withdrawal of cash or otherwise, the same powers and rights which the Company might or could exercise had it acquired such property additions, cash or prior ▇▇▇▇ ▇▇▇▇▇, by purchase on or after the date of such consolidation, merger, conveyance or transfer and had such consolidation, merger, conveyance or transfer not occurred. All the bonds so issued shall in all respects have the same legal right and security as the bonds theretofore issued in accordance with the terms of this Indenture as if all of said, bonds had been authenticated and delivered at the date of the execution hereof. Provided, however, that as a condition precedent to the execution by such successor corporation and the right of such successor corporation to procure the authentication and delivery by the Trustee of any such additional bonds in respect of the construction or acquisition by the successor corporation of improvements, extensions and additions to the mortgaged property or plants or properties additional thereto, the supplemental indenture with the Trustee to be executed and caused to be recorded by the successor corporation, as in this Section 12.02 provided, shall contain a conveyance or transfer and mortgage in terms sufficient to include and subject to lien of this Indenture the properties and franchises described in subdivisions (1), (2) and (3) of Section 12.03, and provided further, that the lien created thereby shall have similar force, effect and standing as the lien of this Indenture would have if the Company should not be consolidated with or merged into such other corporation or should not convey or transfer, subject to this Indenture, the mortgaged property as aforesaid to such suc- cessor corporation and should itself acquire or construct all said property and request the authentication and delivery of bonds under the provisions of this Indenture in respect thereof; but the inclusion in said supplemental indenture of such con- veyance or transfer and mortgage shall not (except as may be required in any opinion of counsel called for by the applicable provisions hereof) be a condition precedent to the exercise hereunder by such successor corporation of the other powers and rights conferred upon the Company, including the right to procure the withdrawal of cash or the release of property upon the basis of property additions. Subject to the provisions of Section 13.02 and Section 13.03, the trustee may receive the opinion of counsel (who may be of counsel to the Company) as conclusive evidence that any such sup- plemental indenture, or any such merger, consolidation, con- veyance, transfer or lease, complies with the conditions and provisions of this Article. 12.03. In case the Company, pursuant to Section 12.01, shall be consolidated with or merged into any other corporation, or shall convey or transfer, subject to this Indenture, the mortgaged property as aforesaid, neither this Indenture nor the supplemental indenture with the Trustee to be executed and caused to be recorded as provided in Section 12.02, shall become and be a lien upon any of the properties and franchises of the successor corporation except those acquired by it from the Company and except: (1) All betterments, extensions, improvements, additions, repairs, renewals, replacements, substitutions and alteration to, upon, for and of the mortgaged property and all property (including rights, franchises, licenses, easements, leases and contract) held or acquired for use or used upon or in connec- connection with or appertaining to the mortgaged property or any part thereof; (2) All property made the basis of the withdrawal of cash or the release of property from the lien of this Indenture, and all property acquired or constructed with the proceeds of any insurance on any part of the mortgaged property or with the proceeds of any part of the mortgaged property released from the lien of this Indenture or taken by the exercise of the power of eminent domain; and (3) All property acquired in pursuance of the covenants herein contained to maintain and preserve and keep the mort- gaged property in good repair, working order and condition, or in pursuance of some other covenant or agreement herein con- tained to be kept or performed by the Company. 12.04. The word "Company" whenever used in this Inden- ture shall include such successor corporation so complying with the provisions hereof, and in such case the certificates or resolutions of the Board of Directors or officers of the Company required by the provisions of this Indenture may be made by like officials of such successor corporation. Any net earnings certificate, as provided in Section 3.05, executed on behalf of such successor corporation shall however, relate and be limited to the earnings the mortgaged property, and the provisions of Section 4.10 shall relate and be limited to the mortgaged property and the earnings thereof.