ON ALL OF
THE DEBENTURES AND THE DUE AND PUNCTUAL PERFORMANCE AND OBSERVANCE OF ALL OF THE
COVENANTS AND CONDITIONS OF THIS INDENTURE TO BE PERFORMED OR OBSERVED BY THE
COMPANY, SUCH SUCCESSOR ENTITY SHALL SUCCEED TO AND BE SUBSTITUTED FOR THE
COMPANY, WITH THE SAME EFFECT AS IF IT HAD BEEN NAMED HEREIN AS THE COMPANY, AND
THEREUPON THE PREDECESSOR ENTITY SHALL BE RELIEVED OF ANY FURTHER LIABILITY OR
OBLIGATION HEREUNDER OR UPON THE DEBENTURES.
SUCH SUCCESSOR ENTITY THEREUPON
MAY CAUSE TO BE SIGNED, AND MAY ISSUE IN ITS OWN NAME, ANY OR ALL OF THE
DEBENTURES ISSUABLE HEREUNDER WHICH THERETOFORE SHALL NOT HAVE BEEN SIGNED BY
THE COMPANY AND DELIVERED TO THE TRUSTEE OR THE AUTHENTICATING AGENT; AND, UPON
THE ORDER OF SUCH SUCCESSOR ENTITY INSTEAD OF THE COMPANY AND SUBJECT TO ALL THE
TERMS, CONDITIONS AND LIMITATIONS IN THIS INDENTURE PRESCRIBED, THE TRUSTEE OR
THE AUTHENTICATING AGENT SHALL AUTHENTICATE AND DELIVER ANY DEBENTURES WHICH
PREVIOUSLY SHALL HAVE BEEN SIGNED AND DELIVERED BY THE OFFICERS OF THE COMPANY,
TO THE TRUSTEE OR THE AUTHENTICATING AGENT FOR AUTHENTICATION, AND ANY
DEBENTURES WHICH SUCH SUCCESSOR ENTITY THEREAFTER SHALL CAUSE TO BE SIGNED AND
DELIVERED TO THE TRUSTEE OR THE AUTHENTICATING AGENT FOR THAT PURPOSE.
ALL THE
DEBENTURES SO ISSUED SHALL IN ALL RESPECTS HAVE THE SAME LEGAL RANK AND BENEFIT
UNDER THIS INDENTURE AS THE DEBENTURES THERETOFORE OR THEREAFTER ISSUED IN
ACCORDANCE WITH THE TERMS OF THIS INDENTURE AS THOUGH ALL OF SUCH DEBENTURES HAD
BEEN ISSUED AT THE DATE OF THE EXECUTION HEREOF.
SECTION 11.3.
OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE. THE TRUSTEE,
SUBJECT TO THE PROVISIONS OF SECTIONS 6.1 AND 6.2, SHALL RECEIVE, IN ADDITION TO
THE OPINION OF COUNSEL REQUIRED BY SECTION 9.5, AN OPINION OF COUNSEL AS
CONCLUSIVE EVIDENCE THAT ANY CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER
OR OTHER DISPOSITION, AND ANY ASSUMPTION, PERMITTED OR REQUIRED BY THE TERMS OF
THIS ARTICLE XI COMPLIES WITH THE PROVISIONS OF THIS ARTICLE XI.
ARTICLE XII.
SATISFACTION AND DISCHARGE OF INDENTURE
SECTION 12.1.
DISCHARGE OF INDENTURE. WHEN
(a)
the Company shall deliver to the Trustee
for cancellation all Debentures theretofore authenticated (other than any
Debentures which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.6) and not theretofore canceled,
or
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(b)
all the Debentures not theretofore canceled
or delivered to the Trustee for cancellation shall have become due and payable,
or are by their terms to become due and payable within 1 year or are to be
called for redemption within 1 year under arrangements satisfactory to the
Trustee for the giving of notice of redemption, and the Company shall deposit
with the Trustee, in trust, funds, which shall be immediately due and payable,
sufficient to pay at maturity or upon redemption all of the Debentures (other
than any Debentures which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.6) not theretofore
canceled or