Common use of Successor Company to Be Substituted Clause in Contracts

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Issuer, such Successor Company (if not the Issuer) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties and assets, shall be substituted for the Issuer, with the same effect as if it had been initially named herein as the party. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Issuer” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease (other than any such sale, conveyance, transfer or lease to one or more of the Company’s Wholly Owned Domestic Subsidiaries) and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, obligations of the due and punctual delivery Company or paymentGuarantor, as the case may be, of any consideration due upon conversion of under the Notes Notes, the Note Guarantees and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Issuerthis Indenture, such Successor Company (if not the IssuerCompany or Guarantor, as the case may be) shall succeed to and, except in the case of such a lease of all or substantially all of the Issuer’s properties and assetslease, shall be substituted for the IssuerCompany or Guarantor, as the case may be, with the same effect as if it had been initially named herein as the partyparty of the first part, and may thereafter exercise every right and power of, the Company or Guarantor, as the case may be, under this Indenture. Such In the case of the Company, such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) or the applicable Guarantor (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the NotesNotes (and, in the case of a Guarantor, the applicable Note Guarantee). In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer transfer, lease or lease other disposal and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, accrued and unpaid interest including any accrued and unpaid Additional Interest, on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany, including with respect to Additional Amounts, such Successor Company (if not the Issuer) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties and assets, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance conveyance, transfer or transfer other disposal (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notesthis Indenture. In case of any such consolidation, merger, sale, conveyance, transfer transfer, lease, or leaseother disposal, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the Issuerconsolidated assets of the Company and the Company’s properties and assetsSubsidiaries, taken as a whole, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture (except in the case of a lease of all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a whole). Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the IssuerCompany’s consolidated properties and assetsassets substantially as an entirety, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order a Company Order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company accompanied by a Company Order to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the IssuerCompany’s properties and assets, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to andand be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, except in the case of a lease of all or substantially all of the IssuerCompany’s properties and assets, shall be substituted for the Issuer, with the same effect as if it had been initially named herein as the party. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the IssuerCompany’s properties and assets, may exercise every right and power of and shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the written order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties consolidated assets of the Company and assetsits Subsidiaries, taken as a whole, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order a Company Order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the IssuerCompany’s properties and assets, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part, and may thereafter exercise every right and power of the Company under this Indenture. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer assignment, transfer, lease or lease other Disposition contemplated by Section 11.01, other than in a connection with a Change of Control in which the Company has elected to effect, and not revoked such election, a Change of Control Redemption with respect to all of the outstanding Notes, where the Company is not the resulting, surviving or transferee Person (a “Successor Transaction”) and upon the assumption by the Successor Company, by supplemental indentureagreement, executed and delivered to the Trustee Representative and satisfactory in form to the TrusteeCollateral Agent, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture this Agreement to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s consolidated properties or assets of the Company and assetsits Subsidiaries, taken as a whole, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part, and the Company (except in the case of a lease of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole) shall be discharged from the obligations of the Company under the Notes and this Agreement. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purposeCompany. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture this Agreement as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture this Agreement as though all of such Notes had been issued at the date of the execution hereofIssue Date. In the event of any such consolidation, merger, sale, conveyance or transfer Successor Transaction (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture Agreement (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may may, if still in existence, be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture this Agreement and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or leaseSuccessor Transaction, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer assignment, transfer, lease or lease other disposition contemplated by Section 11.01, other than in a connection with a Change of Control in which the Company has elected to effect, and not revoked such election, a Change of Control Redemption with respect to all of the outstanding Notes, where the Company is not the resulting, surviving or transferee Person (a “Successor Transaction”) and upon the assumption by the Successor Company, by supplemental indentureagreement, executed and delivered to the Trustee and satisfactory in form to the TrusteeRepresentative, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture this Agreement to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s consolidated properties or assets of the Company and assetsits Subsidiaries, taken as a whole, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part, and the Company (except in the case of a lease of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole) shall be discharged from the obligations of the Company under the Notes and this Agreement. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purposeCompany. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture this Agreement as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture this Agreement as though all of such Notes had been issued at the date of the execution hereofIssue Date. In the event of any such consolidation, merger, sale, conveyance or transfer Successor Transaction (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture Agreement (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may may, if still in existence, be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture this Agreement and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or leaseSuccessor Transaction, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the IssuerCompany’s properties and assets, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of Upon any such consolidation, merger, merger or sale, conveyance, transfer or lease and upon the assumption by the Successor Company (if not the Company), by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the IssuerCompany, such Successor Company (if not the Issuer) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties and assets, shall be substituted for for, and may exercise every right and power of, the Issuer, Company under the Indenture with the same effect as if it such successor had been initially named herein in the Indenture as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the Indenture prescribedprescribed (including the items required to be delivered to the Trustee for the issuance of Notes pursuant to Section 2.07), the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 7 the Person named as the “IssuerCompany” in the first paragraph of this Second Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 117) may be dissolved, wound up and liquidated at any time thereafter and, and except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In Upon direction of such Successor Company, in case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the IssuerCompany’s properties and assets, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.. 56 NY\7714988.8

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal (including the Redemption Price or the Fundamental Change Repurchase Price, if applicable) of and accrued and unpaid interest on (including Special Interest, if any) on, all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the IssuerCompany, such Successor Company (if not the Issuer) shall succeed to and, except in the case of a lease of all or substantially all of the IssuerCompany’s properties and assets, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the written order of such Successor Company instead of the Issuer Company (in the form of a Company Order) and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 8 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) 8) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the NotesIndenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the IssuerCompany’s properties and assets, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order a Company Order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, conveyance or transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered pursuant to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the IssuerSection 8.02, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties and assets, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the TrusteeSecurities Administrator; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee Securities Administrator shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee Securities Administrator for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee Securities Administrator for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease)transfer, upon compliance with this Article 11 8 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) 8) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or leasetransfer, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such amalgamation, consolidation, merger, sale, conveyance, transfer or lease (in each case, other than a Permitted Sale Transaction) and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the IssuerCompany’s properties and assets, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such amalgamation, consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article ‎Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article ‎Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the Notes. For the avoidance of doubt, in all cases, the resulting, surviving or transferee Person (if not the Company) succeeding to this Indenture shall be a Person meeting the qualifications set forth in sub-clause (y) of ‎Section 11.01(a). In case of any such amalgamation, consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion exchange of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Indenture Notes and/or the Guarantee to be performed by the IssuerCompany or the Guarantor, as applicable, such Successor Company (if not the IssuerCompany or the Guarantor, as the case may be) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s consolidated properties and assetsassets of the Company or the Guarantor, as applicable, taken as a whole, shall be substituted for the IssuerCompany or the Guarantor, as applicable, with the same effect as if it had been initially named herein as the partyparty of the first part, and may thereafter exercise every right and power of the Company or the Guarantor, as applicable, under this Indenture. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article ‎Article 11 the Person named as the “IssuerCompany” or the “Guarantor”, as applicable, in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article ‎Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor or Guarantor and (in the case of the Company) maker of the Notes and from its obligations under the this Indenture and the NotesNotes and/or the Guarantee, as the case may be. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer assignment, transfer, lease or lease other disposition contemplated by Section 11.01 where the Company is not the resulting, surviving or transferee Person (a “Successor Transaction”) and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s consolidated properties or assets of the Company and assetsits Subsidiaries, taken as a whole, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part, and the Company (except in the case of a lease of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole) shall be discharged from the obligations of the Company under the Notes and this Indenture. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereofIssue Date. In the event of any such consolidation, merger, sale, conveyance or transfer Successor Transaction (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may may, if still in existence, be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or leaseSuccessor Transaction, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion exchange of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerParent or the Company, as applicable, such Successor Company (if not the IssuerParent or the Company, as applicable) shall succeed to and, except in the case of a lease of all or substantially all of the IssuerParent’s or the Company’s properties and assets, shall be substituted for the IssuerParent or the Company, as applicable, with the same effect as if it had been initially named herein as the party. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms party of the Indenture as though all of such Notes had been issued at the date of the execution hereoffirst part. In the event of any such consolidation, merger, sale, conveyance sale or transfer (but not in the case of a lease)) of the Company, upon compliance with this Article 11 XI, the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11XI) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a any such lease, such Person shall be released from its liabilities as obligor and maker of the Notes and discharged from its obligations under the this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In ----------------------------------- case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of of, premium, if any, and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the Issuerthe- Company, such Successor Company (if not the Issuer) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties and assets, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer SoftKey International Inc. any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by the Officers officers of the Issuer Company to the Trustee for authentication, and any Notes that which such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance conveyance, transfer or transfer (but not in lease, the case of a lease), upon compliance with this Article 11 the Person person named as the “Issuer” "Company" in the first paragraph of this Supplemental Indenture (or any successor that which shall thereafter have become such in the manner prescribed in this Article 11) XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notesthis Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer transfer, lease or lease other disposition to another Person and upon the assumption by the Successor CompanyCompany (if other than the Company or a Guarantor, as applicable), by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium (including any Fundamental Change Purchase Price), if any, and accrued and unpaid interest interest, if any, on all of the Notes, the due and punctual payment or delivery or payment, as the case may be, of any consideration Settlement Amount due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany and the Guarantors, as applicable, under this Indenture, such Successor Company (if not the Issuer) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties and assets, shall be substituted for for, and may exercise every right and power of, the IssuerCompany under this Indenture, with the same effect as if it had been initially named herein as the partyparty of the first part. In the event of such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer or other disposition to another Person (but not in the case of a lease), the Person named as the “Company” or “Guarantor” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released, in the case of the Company, from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture, and in the case of a Guarantor, from its liabilities as obligor and from all of its obligations as a Guarantor under its Guarantee and from its obligations under this Indenture. In the case of a sale, assignment, conveyance, transfer, lease or other disposition by the Company to one or more of its Subsidiaries of all or substantially all of the properties and assets of the Company, the Notes will remain convertible based on the Settlement Amount, in accordance with Section 4.03, but subject to adjustment (if any) in accordance with Section 4.06. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Issuer” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In case of any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer transfer, lease or leaseother disposition to another Person, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, conveyance or transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered pursuant to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the IssuerSection 8.02, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties and assets, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the TrusteeSecurities Administrator; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee Securities Administrator shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee Securities Administrator for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee Securities Administrator for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease)transfer, upon compliance with this Article 11 8 the Person named as the “IssuerCompany” in the first paragraph of this Second Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) 8) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or leasetransfer, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of Upon any such consolidation, merger, merger or sale, conveyance, transfer or lease and upon the assumption by the Successor Company (if not the Company), by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the IssuerCompany, such Successor Company (if not the Issuer) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties and assets, shall be substituted for for, and may exercise every right and power of, the Issuer, Company under the Indenture with the same effect as if it such successor had been initially named herein in the Indenture as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the Indenture prescribedprescribed (including the items required to be delivered to the Trustee for the issuance of Notes pursuant to Section 2.07), the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 4 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 114) may be dissolved, wound up and liquidated at any time thereafter and, and except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In Upon direction of such Successor Company, in case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of of, premium, if any, and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the Issuerthe- Company, such Successor Company (if not the Issuer) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties and assets, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer SoftKey International Inc. any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by the Officers officers of the Issuer Company to the Trustee for authentication, and any Notes that which such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance conveyance, transfer or transfer (but not in lease, the case of a lease), upon compliance with this Article 11 the Person person named as the “Issuer” "Company" in the first paragraph of this Supplemental Indenture (or any successor that which shall thereafter have become such in the manner prescribed in this Article 11) XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notesthis Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, amalgamation, arrangement, combination or sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Co-Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the IssuerCompany’s consolidated properties and assetsassets substantially as an entirety, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee and the Co-Trustee; and, upon the order a Company Order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company accompanied by a Company Order to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, amalgamation, arrangement, combination or sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 XI the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11XI) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In case of any such consolidation, merger, amalgamation, arrangement, combination or sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease (other than any such sale, conveyance, transfer or lease to one or more of the Company’s Wholly Owned Domestic Subsidiaries) and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, obligations of the due and punctual delivery Company or paymentGuarantor, as the case may be, of any consideration due upon conversion of under the Notes Notes, the Note Guarantees and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Issuerthis Indenture, such Successor Company (if not the IssuerCompany or Guarantor, as the case may be) shall succeed to and, except in the case of such a lease of all or substantially all of the Issuer’s properties and assetslease, shall be substituted for the IssuerCompany or Guarantor, as the case may be, with the same effect as if it had been initially named herein as the partyparty of the first part, and may thereafter exercise every right and power of, the Company or Guarantor, as the case may be, under this Indenture. Such In the case of the Company, such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) or the applicable Guarantor (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the NotesNotes (and, in the case of a Guarantor, the applicable Note Guarantee). In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties properites and assetsassets of the Company as an entirety, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order a Company Order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties consolidated assets of the Company and assetsits Subsidiaries, taken as a whole, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order a Company Order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer assignment, transfer, lease or lease other disposition contemplated by Section 11.01, other than in a connection with a Change of Control in which the Company has elected to effect, and not revoked such election, a Change of Control Redemption with respect to all of the outstanding Notes, where the Company is not the resulting, surviving or transferee Person (a “Successor Transaction”) and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s consolidated properties or assets of the Company and assetsits Subsidiaries, taken as a whole, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part, and the Company (except in the case of a lease of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole) shall be discharged from the obligations of the Company under the Notes and this Indenture. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereofIssue Date. In the event of any such consolidation, merger, sale, conveyance or transfer Successor Transaction (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may may, if still in existence, be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or leaseSuccessor Transaction, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease (other than any such sale, conveyance, transfer or lease to one or more of the Company’s Wholly Owned Subsidiaries) and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions obligations of the Indenture to be performed by Company under the IssuerNotes and this Indenture, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of such a lease of all or substantially all of the Issuer’s properties and assetslease, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part, and may thereafter exercise every right and power of, the Company under this Indenture. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties consolidated assets of the Company and assetsits Subsidiaries, taken as a whole, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture (except in the case of a lease of all or substantially all of the consolidated asses of the Company and the Company’s Subsidiaries, taken as a whole). Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article ‎Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article ‎Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Issuer, such Successor Company (if not the Issuer) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties and assets, shall be substituted for the Issuer, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article ‎Article 11 the Person named as the “Issuer” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article ‎Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory the Collateral Agent in form to the Trusteemanner prescribed in Section 10.01, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties consolidated assets of the Company and assetsits Subsidiaries, taken as a whole, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order a Company Order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the IssuerCompany, such Successor Company (if not the IssuerCompany) shall succeed to and, except in the case of a lease of all or substantially all of the IssuerCompany’s properties and assets, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article ‎Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article ‎Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of of, accrued and unpaid interest and accrued and unpaid interest Additional Interest and Supplementary Interest, if any, on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the this Indenture to be performed by the IssuerCompany, such Successor Company (if not the Issuer) shall succeed to and, except in the case of a lease of all or substantially all of the Issuer’s properties and assets, shall be substituted for the IssuerCompany, with the same effect as if it had been initially named herein as the partyparty of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in the this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “IssuerCompany” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notesthis Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.