Intel 2005 Annual Report Download - page 228

(c) the Company or the Surviving Entity has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such
supplemental indenture comply with this Article 11 and Article 15, respectively.
Section 11.02 . Successor Substituted. Upon any consolidation of the Company with, or merger of the Company into, any other Person or any
conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 11.01, the successor
Person 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 thereafter, except in the case of a lease of all or substantially all of the Company’s properties and assets,
the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.
ARTICLE 12
T
HE T RUSTEE
Section 12.01 . Certain Duties and Responsibilities. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act.
Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee has actual knowledge, the Trustee undertakes to
perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee. In case an Event of Default of which a Responsible Officer of the Trustee has actual knowledge with respect to the
Securities has occurred (which has not been cured or waived), the Trustee shall exercise the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall
be subject to the provisions of this Section.
Section 12.02 . Notice of Defaults. The Trustee shall give the Holders notice of any Default hereunder within 90 days after the occurrence thereof;
provided, that (except in the case of any Default in the payment of Principal Amount or Interest on any of the Securities, Redemption Price or
Fundamental
100