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.
(D)
THE PROVISIONS OF SECTION 8.3 OF THE GUARANTEE ARE INCORPORATED
HEREIN BY REFERENCE.
ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION 9.1
SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders, the Company and the Guarantor, 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:
53
(a)
to evidence the succession in accordance with the terms hereof of
another Person to the Company or the Guarantor, and the assumption by any such
successor of the covenants of the Company or the Guarantor herein and in the
Securities; or
(b)
to cure any ambiguity, to correct or supplement any provision
herein that may be defective or inconsistent with any other provision herein, or
in any of
the Exhibits or Schedules hereto, or to make or amend any other
provisions with respect to matters or questions arising under this Indenture,
which shall not be inconsistent with the other provisions of this Indenture;
provided that such action pursuant to this clause (b) shall not adversely affect
in any material respect the interests of any Holders; or
(c)
to comply with the rules and regulations of any securities
exchange or automated quotation system on which any of the Securities may be
listed, traded or quoted; or
(d)
to add to the covenants, restrictions or obligations of the
Company or the Guarantor