(II) THE PERSON (IF OTHER THAN GROUP OR OPERATING)
FORMED BY SUCH CONSOLIDATION OR INTO WHICH GROUP OR OPERATING, AS APPLICABLE, IS
MERGED OR THE PERSON THAT ACQUIRES BY CONVEYANCE, TRANSFER OR LEASE ALL OR
SUBSTANTIALLY ALL OF THE PROPERTIES AND ASSETS OF GROUP OR OPERATING, AS
APPLICABLE (A) SHALL BE A CORPORATION ORGANIZED AND VALIDLY EXISTING UNDER THE
LAWS OF THE UNITED STATES OR ANY STATE THEREOF OR THE DISTRICT OF COLUMBIA AND
(B) SHALL EXPRESSLY
17
ASSUME, BY AN AMENDED NOTE HERETO, EXECUTED AND DELIVERED TO THE HOLDERS, IN
FORM REASONABLY SATISFACTORY TO THE HOLDERS, ALL OF THE OBLIGATIONS OF GROUP OR
OPERATING, AS APPLICABLE, UNDER THE NOTES;
(B)
IMMEDIATELY PRIOR TO AND AFTER GIVING EFFECT TO SUCH
TRANSACTION, NO EVENT OF DEFAULT, AND NO EVENT THAT, AFTER NOTICE OR LAPSE OF
TIME OR BOTH, WOULD BECOME AN EVENT OF DEFAULT, SHALL HAVE OCCURRED AND BE
CONTINUING; AND
(C)
GROUP OR OPERATING, AS APPLICABLE, SHALL HAVE DELIVERED TO THE
HOLDERS AN OFFICERS' CERTIFICATE AND A WRITTEN OPINION FROM LEGAL COUNSEL, AND,
WHO MAY BE AN EMPLOYEE OF, OR COUNSEL TO, THE COMPANY OR THE HOLDERS, CONTAINING
(I) A STATEMENT THAT EACH PERSON MAKING SUCH OPINION OF COUNSEL HAS READ SUCH
COVENANT OR CONDITION, (II) A BRIEF STATEMENT AS TO THE NATURE AND SCOPE OF THE
EXAMINATION OR INVESTIGATION UPON WHICH THE STATEMENTS OR OPINIONS CONTAINED IN
SUCH OPINION OF COUNSEL ARE BASED, (III) A STATEMENT THAT, IN THE OPINION OF
EACH SUCH PERSON, HE HAS MADE SUCH EXAMINATION OR INVESTIGATION AS IS NECESSARY
TO ENABLE SUCH PERSON TO EXPRESS AN INFORMED OPINION AS TO WHETHER OR NOT SUCH
COVENANT OR CONDITION HAS BEEN COMPLIED WITH AND (IV) A STATEMENT THAT, IN THE
OPINION OF SUCH PERSON, SUCH COVENANT OR CONDITION HAS BEEN COMPLIED WITH, EACH
STATING THAT SUCH CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE AND, IF
AN AMENDMENT TO THE NOTES IS REQUIRED IN CONNECTION WITH SUCH TRANSACTION, SUCH
AMENDED NOTES, COMPLY WITH THIS SECTION 11 AND THAT ALL CONDITIONS PRECEDENT
HEREIN PROVIDED FOR RELATING TO SUCH TRANSACTION HAVE BEEN SATISFIED.
For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of the properties and assets of one or more subsidiaries (other than
to the Company or another subsidiary), which, if such assets were owned by the
Company, would constitute substantially all of the properties and assets of the
Company, shall be deemed to be the transfer of substantially all of the
properties and assets of the Company.
The successor Person formed by such consolidation or into which Group or
Operating, as applicable, is merged or the successor Person to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of Group or Operating, as applicable,
under the Notes with the same effect as if such successor had been named as
Group or Operating, as applicable, herein; and thereafter, except in the case of
a lease and obligations that Group or Operating,