EDGAR SYSTEM FOR PURPOSES OF RETRIEVING THE FINANCIAL
INFORMATION SO FILED.
COMPLIANCE WITH THE FOREGOING SHALL CONSTITUTE DELIVERY
BY THE COMPANY OF ITS FINANCIAL STATEMENTS TO THE TRUSTEE IN COMPLIANCE WITH THE
PROVISIONS OF SECTION 314(A) OF THE TRUST INDENTURE ACT, IF APPLICABLE.
THE
TRUSTEE SHALL HAVE NO DUTY TO SEARCH FOR OR OBTAIN ANY ELECTRONIC OR OTHER
FILINGS THAT THE COMPANY MAKES WITH THE COMMISSION, REGARDLESS OF WHETHER SUCH
FILINGS ARE PERIODIC, SUPPLEMENTAL OR OTHERWISE.
DELIVERY OF REPORTS,
INFORMATION AND DOCUMENTS TO THE TRUSTEE PURSUANT TO THIS SECTION 7.3(C) SHALL
BE SOLELY FOR PURPOSES OF COMPLIANCE WITH THIS SECTION 7.3(C) AND, IF
APPLICABLE, WITH SECTION 314(A) OF THE TRUST INDENTURE ACT.
THE TRUSTEE'S
RECEIPT OF SUCH REPORTS, INFORMATION AND DOCUMENTS SHALL NOT CONSTITUTE NOTICE
TO IT OF THE CONTENT THEREOF OR ANY MATTER DETERMINABLE FROM THE CONTENT
THEREOF, INCLUDING THE COMPANY'S COMPLIANCE WITH ANY OF ITS COVENANTS HEREUNDER,
AS TO WHICH THE TRUSTEE IS ENTITLED TO RELY UPON OFFICERS' CERTIFICATES.
ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 8.1
Company May Consolidate, Etc., Only on Certain Terms.
The Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its or their properties and assets substantially as an
entirety to any Person, and no Person shall consolidate with or merge into the
Company or convey, transfer or lease its properties and assets substantially as
an entirety to the Company, unless:
(A)
IF THE COMPANY SHALL CONSOLIDATE WITH OR MERGE INTO ANOTHER PERSON
OR CONVEY, TRANSFER OR LEASE ITS PROPERTIES AND ASSETS SUBSTANTIALLY AS AN
ENTIRETY TO ANY PERSON, THE ENTITY FORMED BY SUCH CONSOLIDATION OR INTO WHICH
THE COMPANY IS MERGED OR THE PERSON THAT ACQUIRES BY CONVEYANCE OR TRANSFER, OR
THAT LEASES, THE PROPERTIES AND ASSETS OF THE COMPANY SUBSTANTIALLY AS AN
ENTIRETY SHALL (I) BE AN ENTITY ORGANIZED AND EXISTING UNDER THE LAWS OF THE
UNITED STATES OF AMERICA OR ANY STATE OR TERRITORY THEREOF OR THE DISTRICT OF
COLUMBIA AND (II) EXPRESSLY ASSUME, BY AN INDENTURE SUPPLEMENTAL HERETO,
EXECUTED AND DELIVERED TO THE TRUSTEE, IN FORM REASONABLY SATISFACTORY TO THE
TRUSTEE, THE DUE AND PUNCTUAL PAYMENT OF THE PRINCIPAL OF AND ANY PREMIUM AND
INTEREST (INCLUDING ANY ADDITIONAL INTEREST) ON ALL THE SECURITIES AND THE
PERFORMANCE OF EVERY COVENANT OF THIS INDENTURE ON THE PART OF THE COMPANY TO BE
PERFORMED OR OBSERVED;
(B)
IMMEDIATELY AFTER GIVING EFFECT TO SUCH TRANSACTION, NO EVENT OF
DEFAULT, AND NO EVENT THAT, AFTER NOTICE OR LAPSE OF TIME, OR BOTH, WOULD
CONSTITUTE AN EVENT OF DEFAULT, SHALL HAVE HAPPENED AND BE CONTINUING; AND
(C)
THE COMPANY HAS DELIVERED TO THE TRUSTEE AN OFFICERS' CERTIFICATE
AND AN OPINION OF COUNSEL, EACH STATING THAT SUCH CONSOLIDATION, MERGER,
CONVEYANCE, TRANSFER OR LEASE AND, IF A SUPPLEMENTAL INDENTURE IS REQUIRED IN
CONNECTION WITH SUCH TRANSACTION, ANY SUCH SUPPLEMENTAL INDENTURE COMPLY WITH
THIS ARTICLE VIII AND THAT ALL CONDITIONS PRECEDENT HEREIN PROVIDED FOR RELATING
TO SUCH TRANSACTION HAVE BEEN COMPLIED WITH; AND THE TRUSTEE MAY RELY UPON SUCH