OFFICERS' CERTIFICATE AND OPINION OF COUNSEL AS CONCLUSIVE EVIDENCE THAT SUCH
TRANSACTION COMPLIES WITH THIS SECTION 8.1.
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SECTION 8.2
Successor Company Substituted.
(A)
UPON ANY CONSOLIDATION OR MERGER BY THE COMPANY WITH OR INTO ANY
OTHER PERSON, OR ANY CONVEYANCE, TRANSFER OR LEASE BY THE COMPANY OF ITS
PROPERTIES AND ASSETS SUBSTANTIALLY AS AN ENTIRETY TO ANY PERSON IN ACCORDANCE
WITH SECTION 8.1 AND THE EXECUTION AND DELIVERY TO THE TRUSTEE OF THE
SUPPLEMENTAL INDENTURE DESCRIBED IN SECTION 8.1(A), THE SUCCESSOR ENTITY FORMED
BY SUCH CONSOLIDATION OR INTO WHICH THE COMPANY IS MERGED OR TO WHICH SUCH
CONVEYANCE, TRANSFER OR LEASE IS MADE SHALL SUCCEED TO, AND BE SUBSTITUTED FOR,
AND MAY EXERCISE EVERY RIGHT AND POWER OF, THE COMPANY UNDER THIS INDENTURE WITH
THE SAME EFFECT AS IF SUCH SUCCESSOR PERSON HAD BEEN NAMED AS THE COMPANY
HEREIN; AND IN THE EVENT OF ANY SUCH CONVEYANCE OR TRANSFER, FOLLOWING THE
EXECUTION AND DELIVERY OF SUCH SUPPLEMENTAL INDENTURE, THE COMPANY SHALL BE
DISCHARGED FROM ALL OBLIGATIONS AND COVENANTS UNDER THE INDENTURE AND THE
SECURITIES.
(B)
SUCH SUCCESSOR PERSON MAY CAUSE TO BE EXECUTED, AND MAY ISSUE
EITHER IN ITS OWN NAME OR IN THE NAME OF THE COMPANY, ANY OR ALL OF THE
SECURITIES ISSUABLE HEREUNDER THAT THERETOFORE SHALL NOT HAVE BEEN SIGNED BY THE
COMPANY AND DELIVERED TO THE TRUSTEE; AND, UPON THE ORDER OF SUCH SUCCESSOR
PERSON INSTEAD OF THE COMPANY AND SUBJECT TO ALL THE TERMS, CONDITIONS AND
LIMITATIONS IN THIS INDENTURE PRESCRIBED, THE TRUSTEE SHALL AUTHENTICATE AND
SHALL DELIVER ANY SECURITIES THAT PREVIOUSLY SHALL HAVE BEEN SIGNED AND
DELIVERED BY THE OFFICERS OF THE COMPANY TO THE TRUSTEE FOR AUTHENTICATION, AND
ANY SECURITIES THAT SUCH SUCCESSOR PERSON THEREAFTER SHALL CAUSE TO BE EXECUTED
AND DELIVERED TO THE TRUSTEE ON ITS BEHALF.
ALL THE SECURITIES SO ISSUED SHALL
IN ALL RESPECTS HAVE THE SAME LEGAL RANK AND BENEFIT UNDER THIS INDENTURE AS THE
SECURITIES THERETOFORE OR THEREAFTER ISSUED IN ACCORDANCE WITH THE TERMS OF THIS
INDENTURE.
(C)
IN CASE OF ANY SUCH CONSOLIDATION, MERGER, SALE, CONVEYANCE OR
LEASE, SUCH CHANGES IN PHRASEOLOGY AND FORM MAY BE MADE IN THE SECURITIES
THEREAFTER TO BE ISSUED AS MAY BE APPROPRIATE TO REFLECT SUCH OCCURRENCE.
ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION 9.1
Supplemental Indentures without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form reasonably satisfactory to
the Trustee, for any of the following purposes:
(A)
TO EVIDENCE THE SUCCESSION OF ANOTHER PERSON TO THE COMPANY, AND
THE ASSUMPTION BY ANY SUCH SUCCESSOR OF THE COVENANTS OF THE COMPANY HEREIN AND
IN THE SECURITIES; OR
(B)
TO EVIDENCE AND PROVIDE FOR THE ACCEPTANCE OF APPOINTMENT
HEREUNDER BY A SUCCESSOR TRUSTEE; OR
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(C)
TO CURE ANY AMBIGUITY, TO CORRECT OR SUPPLEMENT ANY PROVISION
HEREIN THAT MAY BE DEFECTIVE OR INCONSISTENT WITH ANY OTHER PROVISION HEREIN, OR
TO MAKE