Each of the Agreements shall be validly executed and delivered by each of the Issuer or any Subsidiary parties thereto.  No termination of any of the Agreements shall have occurred nor shall a material breach of any of the Agreements have occurred or been threatened by the Issuer or any Subsidiary.  Prior to the completion of the Merger, the Issuer and the Trustee shall enter into the New Indenture (as defined below).