Common use of on Certain Terms Clause in Contracts

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Corporation with or into any other Person or Persons (whether or not affiliated with the Corporation), or successive consolidations or mergers in which the Corporation or its successor or successors shall be a party or parties, or shall prevent any conveyance or transfer of the properties and assets of the Corporation as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Corporation) lawfully entitled to acquire the same; provided, however, and the Corporation hereby covenants and agrees, that upon any such consolidation, merger, conveyance or transfer, (i) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Corporation, shall be expressly assumed, by indenture supplemental hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person (if other than the Corporation) formed by such consolidation, or into which the Corporation shall have been merged, or by the Person which shall have acquired such properties and assets, and (ii) the Corporation shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

on Certain Terms. (a) Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Corporation Issuer with or into any other Person entity or Persons entities (whether or not affiliated with the CorporationIssuer), or successive consolidations or mergers in which the Corporation Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or transfer lease of all or substantially all the property of the properties and assets of the Corporation as an entirety or substantially as an entirety Issuer, to any other Person entity (whether or not affiliated with the CorporationIssuer) lawfully entitled authorized to acquire and operate the same; provided, however, and the Corporation Issuer hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or transferlease, (i) the due and punctual payment of the principal of and premiuminterest, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the CorporationIssuer, shall be expressly assumed, by supplemental indenture supplemental hereto, satisfactory in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person entity (if other than the CorporationIssuer) formed by such consolidation, or into which the Corporation Issuer shall have been merged, or by the Person entity which shall have acquired or leased such properties and assets, property and (ii) the Corporation Issuer or such successor entity, as the case may be, shall deliver to the Trustee an Officers' Certificate and an Opinion of Counselnot, each stating that immediately after such merger or consolidation, mergeror such sale, conveyance or transfer andlease, if a supplemental indenture is required be in connection with default in the performance of any such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withcovenant or condition.

on Certain Terms. Nothing contained in this Indenture or in the Debt Securities of any of the Securities series shall prevent any consolidation or merger of the Corporation Company with or into any other Person corporation or Persons corporations (whether or not affiliated with the Corporation), Company) or successive consolidations or mergers in which the Corporation Company or its successor or successors shall be a party or parties, or shall prevent any conveyance sale, conveyance, transfer or transfer other disposition of the properties and assets property of the Corporation Company or its successor or successors as an entirety entirety, or substantially as an entirety entirety, to any other Person corporation (whether or not affiliated with the CorporationCompany, or its successor or successors) lawfully entitled authorized to acquire and operate the same; provided, however, and that the Corporation Company hereby covenants and agreesagrees that, that upon any such consolidation, mergermerger (where the Company is not the surviving corporation), conveyance sale, conveyance, transfer or transferother disposition, (i) the due and punctual payment of the principal of (and premium, if any, ) and interest on all of the SecuritiesDebt Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the CorporationCompany, shall be expressly assumedassumed by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, by indenture supplemental heretoas then in effect, applicable to indentures qualified thereunder) satisfactory in form reasonably satisfactory to the Trustee, Trustee executed and delivered to the Trustee by the Person (if other than the Corporation) entity formed by such consolidation, or into which the Corporation Company shall have been merged, or by the Person entity which shall have acquired such properties and assets, and (ii) the Corporation shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withproperty.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Corporation Company with or into any other Person or Persons (whether or not affiliated with the CorporationCompany), or successive consolidations or mergers in which the Corporation Company or its successor or successors shall be a party or parties, or shall prevent any conveyance or transfer of the properties and assets of the Corporation Company as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the CorporationCompany) lawfully entitled to acquire the same; provided, however, and the Corporation Company hereby covenants and agrees, that upon any such consolidation, merger, conveyance or transfer, (i) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the CorporationCompany, shall be expressly assumed, by indenture supplemental hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person (if other than the CorporationCompany) formed by such consolidation, or into which the Corporation Company shall have been merged, or by the Person which shall have acquired such properties and assets, and (ii) the Corporation Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

on Certain Terms. Nothing contained in this Indenture or in any Debt Securities of the Securities any series shall prevent (i) any consolidation or merger of the Corporation Company with or into any other Person or Persons (whether or not affiliated with the CorporationCompany, as the case may be), or successive consolidations or mergers in which the Corporation Company or its successor or successors successors, as the case may be, shall be a party or parties, or shall (ii) prevent any conveyance sale, conveyance, transfer or transfer lease of the properties and assets property of the Corporation Company, or its successor or successors as the case may be, as an entirety entirety, or substantially as an entirety entirety, to any other Person (whether or not affiliated with the CorporationCompany, or its successor or successors, as the case may be) lawfully entitled authorized to acquire and operate the same; provided, howeverthat (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and the Corporation hereby covenants and agrees, that (b) upon any such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, (i) the due and punctual payment of the principal of and of, premium, if any, any and interest on all the Debt Securities of the Securities, each series then outstanding according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Corporation, Company shall be expressly assumed, by supplemental indenture supplemental hereto, in form reasonably satisfactory (which shall conform to the Trustee, executed and delivered to provisions of the Trustee by the Person (if other than the Corporation) formed by such consolidation, or into which the Corporation shall have been merged, or by the Person which shall have acquired such properties and assets, and (ii) the Corporation shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.Trust Indenture Act

on Certain Terms. Nothing Subject ---------------------------------------------- to the provisions of Section 12.2, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of the Corporation Company with or into any other Person corporation or Persons corporations (whether or not affiliated with the CorporationCompany), or successive consolidations or mergers in which the Corporation Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or transfer lease (or successive sales, conveyances or leases) of all or substantially all of the properties and assets property of the Corporation as an entirety or substantially as an entirety Company, to any other Person corporation (whether or not affiliated with the Corporation) lawfully entitled Company), authorized to acquire and operate the samesame and which shall be organized under the laws of the United States of America, any state thereof or the District of Columbia; provided, however, and -------- ------- the Corporation Company hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or transferlease, (i) the due and punctual payment of the principal of and premium, if any, and interest on all of the SecuritiesNotes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the CorporationCompany, shall be expressly assumed, by supplemental indenture supplemental hereto, satisfactory in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person corporation (if other than the CorporationCompany) formed by such consolidation, or into which the Corporation Company shall have been merged, or by the Person corporation which shall have acquired or leased such properties and assetsproperty, and (ii) the Corporation shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this shall provide for the applicable conversion rights set forth in Section 15.6 and the repurchase rights set forth in Article and that all conditions precedent herein provided for relating to such transaction have been complied withXVI.

on Certain Terms. Nothing contained Subject to Subsection -------------------------------------------------- 4.1(d), nothing in this Indenture or in any of the Securities shall prevent any consolidation consolidation, reorganization, arrangement, amalgamation or merger of the Corporation with or into any other Person or Persons (whether or not affiliated with the Corporation)body corporate, or successive consolidations or mergers in which the Corporation or its successor or successors shall be a party or partiesbodies corporate, or shall prevent any person, or a conveyance or transfer of all or substantially all the properties and assets of the Corporation as an entirety or substantially as an entirety to any other Person (whether body corporate or not affiliated with the Corporation) person lawfully entitled to acquire and operate the same; , provided, however, that the body corporate or person formed by such consolidation or amalgamation or arrangement or into which such merger shall have been made or the person which acquires by conveyance or transfer all or substantially all the properties and assets of the Corporation hereby covenants as an entirety shall execute and agrees, that upon any deliver to the Agent prior to or contemporaneously with such consolidation, reorganization, amalgamation, arrangement, merger, conveyance or transfer, (i) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, according to their tenor, and as a condition precedent thereto an agreement supplemental hereto wherein the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Corporation, Corporation shall be expressly assumed, assumed by indenture supplemental hereto, in form reasonably satisfactory such body corporate or person on terms and conditions not adverse to the TrusteeWarrantholders. The Agent shall be entitled to receive and shall be fully protected in relying upon opinions of counsel and such other advisors as it deems necessary, executed and delivered to the Trustee by the Person (if other than the Corporation) formed by that any such consolidation, or into which the Corporation shall have been mergedreorganization, or by the Person which shall have acquired such properties and assetsamalgamation, and (ii) the Corporation shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidationarrangement, merger, conveyance or transfer and, if a and any supplemental indenture is required agreement executed in connection therewith, complies with such transaction, such supplemental indenture comply with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied withSection 8.2.

on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Corporation Issuer with or into any other Person corporation or Persons corporations (whether or not affiliated with the CorporationIssuer), or successive consolidations or mergers in which the Corporation Issuer or its successor or successors shall be a party or parties, or shall prevent any conveyance sale, lease, exchange or transfer other disposition of all or substantially all the properties property and assets of the Corporation as an entirety or substantially as an entirety Issuer to any other Person corporation (whether or not affiliated with the CorporationIssuer) lawfully entitled authorized to acquire and operate the same; provided, however, and the Corporation Issuer hereby covenants and agrees, that upon any such consolidation, merger, conveyance sale, lease, exchange or transferother disposition shall be upon the conditions that (a) immediately after such consolidation, merger, sale, lease, exchange or other disposition the corporation (iwhether the Issuer or such other corporation) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Issuer; (b) the corporation (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation organized under the laws of the United States of America, any state thereof or the District of Columbia; and (c) the due and punctual payment of the principal of and premiuminterest, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the CorporationIssuer, shall be expressly assumed, by indenture supplemental hereto, in form reasonably satisfactory to assumed and the Trustee, executed and delivered to the Trustee by the Person (if other than the Corporation) formed by such consolidation, or into which the Corporation shall have been merged, or by the Person which shall have acquired such properties and assets, and (ii) the Corporation shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.conversion

on Certain Terms. Nothing Subject to --------------------------------------------- the provisions of Section 12.2, nothing contained in this Indenture or in any of ------------ the Securities shall prevent any consolidation or merger of the Corporation Company with or into any other Person corporation or Persons corporations (whether or not affiliated with the CorporationCompany), or successive consolidations or mergers in which the Corporation Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or transfer lease (or successive sales, conveyances or leases) of the properties and assets property of the Corporation as an entirety or Company, substantially as an entirety entirety, to any other Person corporation (whether or not affiliated with the Corporation) lawfully entitled Company), authorized to acquire and operate the samesame and which, in each case, shall be organized under the laws of the United States of America, any state thereof or the District of Columbia; provided, however, and the Corporation hereby covenants and agrees, that upon -------- any such consolidation, merger, sale, conveyance or transferlease, (i) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the CorporationCompany, shall be expressly assumed, by supplemental indenture supplemental hereto, satisfactory in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person corporation (if other than the CorporationCompany) formed by such consolidation, or into which the Corporation Company shall have been merged, or by the Person corporation which shall have acquired or leased such properties property, and assets, such supplemental indenture shall provide for the applicable conversion rights set forth in Section 15.6. and (ii) the Corporation shall deliver ------------ immediately before and immediately after giving effect to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article no default or Event of Default shall have occurred and that all conditions precedent herein provided for relating to such transaction have been complied withbe continuing.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Corporation Company with or into any other Person or Persons (whether or not affiliated with the CorporationCompany), or successive consolidations or mergers in which the Corporation Company or its successor or successors shall be a party or parties, or shall prevent any conveyance or transfer of the properties and assets of the Corporation Company as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the CorporationCompany) lawfully entitled to acquire the same; provided, however, and the Corporation Company hereby covenants and agrees, that upon any such consolidation, merger, conveyance or transfer, (i) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, 45 48 according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the CorporationCompany, shall be expressly assumed, by indenture supplemental hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person (if other than the CorporationCompany) formed by such consolidation, or into which the Corporation Company shall have been merged, or by the Person which shall have acquired such properties and assets, and (ii) the Corporation Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Corporation Company with or into any other Person or Persons (whether or not affiliated with the CorporationCompany), or successive consolidations or mergers in which the Corporation Company or its successor or successors shall be a party or parties, or shall prevent any conveyance or transfer of the properties and assets of the Corporation Company as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the CorporationCompany) lawfully entitled to acquire the same; provided, however, and the Corporation Company hereby covenants and agrees, that upon any such consolidation, merger, conveyance or transfer, (i) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the CorporationCompany, shall be expressly assumed, by indenture supplemental hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person (if other than the CorporationCompany) formed by such consolidation, or into which the Corporation Company shall have been merged, or by the Person which shall have acquired such properties and assets, and (ii) the Corporation Company shall deliver to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Guarantor with or into any other Person or Persons (whether or not affiliated with the Guarantor), or successive consolidations or mergers in which the Guarantor or its successor or successors shall be a party or parties, or shall prevent any conveyance or transfer of the properties and assets of the Guarantor as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Guarantor) lawfully entitled to acquire the same; provided, however, and the Guarantor hereby covenants and agrees, that upon any such consolidation, merger, conveyance or transfer, all of the obligations of the Guarantor under the Guarantee and the performance of every covenant of the Guarantee and this Indenture to be performed by Guarantor, shall be expressly assumed, by indenture supplemental hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person (if other than the Guarantor) formed by such consolidation, or into which the Guarantor shall have been merged, or by the Person which shall have acquired such properties and assets, and (ii) the Guarantor shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Corporation Company with or into any other Person or Persons (whether or not affiliated with the CorporationCompany), or successive consolidations or mergers in which the Corporation Company or its successor or successors shall be a party or parties, or shall prevent any conveyance or transfer of the properties and assets of the Corporation Company as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the CorporationCompany) lawfully entitled to acquire the same; providedPROVIDED, howeverHOWEVER, and the Corporation Company hereby covenants and agrees, that upon any such consolidation, merger, conveyance or transfer, (i) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the CorporationCompany, shall be expressly assumed, by indenture supplemental hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person (if other than the CorporationCompany) formed by such consolidation, or into which the Corporation Company shall have been merged, or by the Person which shall have acquired such properties and assets, and (ii) the Corporation Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withwith and that it constitutes the legal, valid and binding obligation of the successor, subject to the customary exceptions.

on Certain Terms. Nothing contained Subject to -------------------------------------------------- Subsection 4.1(d), nothing in this Indenture or in any of the Securities shall prevent any consolidation consolidation, reorganization, arrangement, amalgamation or merger of the Corporation with or into any other Person or Persons (whether or not affiliated with the Corporation)body corporate, or successive consolidations or mergers in which the Corporation or its successor or successors shall be a party or partiesbodies corporate, or shall prevent any person, or a conveyance or transfer of all or substantially all the properties and assets of the Corporation as an entirety or substantially as an entirety to any other Person (whether body corporate or not affiliated with the Corporation) person lawfully entitled to acquire and operate the same; , provided, however, that the body corporate or person formed by such consolidation or amalgamation or arrangement or into which such merger shall have been made or the person which acquires by conveyance or transfer all or substantially all the properties and assets of the Corporation hereby covenants as an entirety shall execute and agrees, that upon any deliver to the Agent prior to or contemporaneously with such consolidation, reorganization, amalgamation, arrangement, merger, conveyance or transfer, (i) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, according to their tenor, and as a condition precedent thereto an agreement supplemental hereto wherein the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Corporation, Corporation shall be expressly assumed, assumed by indenture supplemental hereto, in form reasonably satisfactory such body corporate or person on terms and conditions not adverse to the TrusteeWarrantholders. The Agent shall be entitled to receive and shall be fully protected in relying upon opinions of counsel and such other advisors as it deems necessary, executed and delivered to the Trustee by the Person (if other than the Corporation) formed by that any such consolidation, or into which the Corporation shall have been mergedreorganization, or by the Person which shall have acquired such properties and assetsamalgamation, and (ii) the Corporation shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidationarrangement, merger, conveyance or transfer and, if a and any supplemental indenture is required agreement executed in connection therewith, complies with such transaction, such supplemental indenture comply with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied withSection 8.2.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation consolidation, merger or merger conversion of the Corporation Company with or into any other Person or Persons (whether or not affiliated with the CorporationCompany), or successive consolidations consolidations, mergers or mergers conversions in which the Corporation Company or its successor or successors shall be a party or parties, or shall prevent any conveyance or transfer of the properties and assets of the Corporation Company as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the CorporationCompany) lawfully entitled to acquire the same; provided, however, and the Corporation Company hereby covenants and agrees, that upon any such consolidation, merger, conversion, conveyance or transfer, (i) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the CorporationCompany, shall be expressly assumed, by indenture supplemental hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person (if other than the CorporationCompany) formed by such consolidation, or into which the Corporation Company shall have been mergedmerged or converted, or by the Person which shall have acquired such properties and assets, and (ii) the Corporation Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conversion, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Corporation Company with or into any other Person or Persons (whether or not affiliated with the CorporationCompany), or successive consolidations or mergers in which the Corporation Company or its successor or successors shall be a party or parties, or shall prevent any conveyance or transfer of the properties and assets of the Corporation Company as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the CorporationCompany) lawfully entitled to acquire the same; provided, however, and the Corporation Company hereby covenants and agrees, that upon any such consolidation, merger, conveyance or transfer, (i) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, 45 47 according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the CorporationCompany, shall be expressly assumed, by indenture supplemental hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person (if other than the CorporationCompany) formed by such consolidation, or into which the Corporation Company shall have been merged, or by the Person which shall have acquired such properties and assets, and (ii) the Corporation Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.