Common use of Successor Corporation Substituted Clause in Contracts

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance and upon any such assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted for, and may exercise every right and power of, the Company under this Indenture Company, with the same effect as if such successor Person it had been named herein as the Company herein; and in party of the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidatedfirst part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofthereof. In case of any such consolidation, merger, sale, sale or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, lease or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which together with any Coupons appertaining thereto theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology phrasing and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyance, conveyance or transfer of all or lease by substantially all of the Company of its properties and assets substantially as an entirety to any Person of the Company in accordance with Section 8.18.01, the successor corporation formed by such consolidation or into which the Company is merged or the Person to which such conveyance, conveyance or transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person corporation had been named as the Company herein; herein and in the event of any such conveyance, transfer or lease the Company shall thereupon be discharged released from all obligations hereunder and covenants under the Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Person corporation thereupon may cause to be signed, signed and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, sale or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyance, conveyance or transfer of all or lease by substantially all of the Company of its properties and assets substantially as an entirety to any Person of the Company in accordance with Section 8.18.01, the successor corporation formed by such consolidation or into which the Company is merged or the Person to which such conveyance, conveyance or transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person corporation had been named as the Company herein; herein and in the event of any such conveyance, transfer or lease the Company shall thereupon be discharged released from all obligations hereunder and covenants under the Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Person corporation thereupon may cause to be signed, signed and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance sale or leaseconveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the written order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance and upon any such assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted for, and may exercise every right and power of, the Company under this Indenture Company, with the same effect as if such successor Person it had been named herein as the Company herein; and in party of the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidatedfirst part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofthereof. In case of any such consolidation, merger, sale, sale or conveyance or lease, such changes in phraseology phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personcorporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person corporation had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities Debentures and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; , and, upon the order Company Order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities Debentures which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to a Company Order such provisions and any Securities Debentures which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Debentures had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities Debentures thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation by the Company with or merger by the Company with or into any other Person, corporation or any conveyance, transfer or lease by of the Company of its properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8.1801, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person corporation had been named as the Company herein; , and thereafter, except in the event case of any such conveyancea lease, transfer or lease the Company predecessor corporation shall be discharged from relieved of all obligations and covenants under the this Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the CompanyCompany prior to such succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of upon the Company order of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the that purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, lease or merger conveyance, and following such an assumption by the Company with or into any other successor Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any such successor Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which together with any Coupons appertaining thereto theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person Person, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology phrasing and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company Corporation with or into any other Person, or any conveyance, transfer or lease by the Company Corporation of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company Corporation is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Corporation under this Indenture with the same effect as if such successor Person had been named as the Company Corporation herein; and in the event of any such conveyance, transfer or lease the Company Corporation shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Person may cause to be signedexecuted, and may issue either in its own name or in the name of the CompanyCorporation, any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company Corporation and delivered to the Trustee; and, upon the order of such successor Person instead of the Company Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company Corporation to the Trustee for authentication pursuant to such provisions and any Securities which that such successor Person thereafter shall cause to be signed executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofIndenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor entity, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made entity shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person entity may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities and Coupons, if any, appertaining thereto which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities and Coupons, if any, appertaining thereto so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities and Coupons, if any, appertaining thereto theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and Coupons, if any, appertaining thereto had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance lease or leaseconveyance, such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons, if any, appertaining thereto thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) by the Company or any successor entity which shall theretofore have become such in the manner described in this Article 9, the Company or such successor entity, as applicable, shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities securities which previously shall have been signed and delivered by the officers of the Company Company, to the Trustee for authentication pursuant to such provisions authentication, and any Securities Debentures which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Debentures theretofore or thereafter issued in accordance with the terms of or this Indenture as though all of such Securities Debentures had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, sale or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities Debentures thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Company or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Debentures and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, sale or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Company or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities and Coupons, if any, appertaining thereto, which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities and Coupons, if any, appertaining thereto, so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities and Coupons, if any, appertaining thereto, theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and Coupons, if any, appertaining thereto, had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons, if any, appertaining thereto, thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Company or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company Corporation with or into any other Person, or any conveyance, transfer or lease by the Company Corporation of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company Corporation is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Corporation under this Indenture with the same effect as if such successor Person had been named as the Company Corporation herein; and in the event of any such conveyance, transfer or lease lease, the Company Corporation shall be discharged from all obligations and covenants under the this Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Person may cause to be signedexecuted, and may issue either in its own name or in the name of the CompanyCorporation, any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company Corporation and delivered to the Trustee; and, upon the order of such successor Person instead of the Company Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company Corporation to the Trustee for authentication pursuant to such provisions and any Securities which that such successor Person thereafter shall cause to be signed executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofIndenture. In case of any such consolidation, merger, saleconveyance, conveyance transfer or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, lease or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which that together with any Coupons appertaining thereto theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which together with any Coupons appertaining thereto that previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which that such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology phrasing and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation that shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance and upon any such assumption by the Company with or into any other Personsuccessor entity, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made entity shall succeed to, to and be substituted forfor the Corporation, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named herein as the Company herein; and in party of the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidatedfirst part. Such successor Person entity thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyVisteon Corporation, any or all of the Securities Securities, and any Coupons appertaining thereto, issuable hereunder which theretofore shall not have been signed by the Company Corporation and delivered to the Trustee; and, upon the order of such successor Person entity, instead of the Company Corporation, and subject to all the terms, conditions and limitations prescribed in this Indenture prescribedIndenture, the Trustee shall authenticate and shall deliver any Securities or Coupons which previously shall have been signed and delivered by the officers of the Company Corporation to the Trustee for authentication pursuant to such provisions authentication, and any Securities which or Coupons that such successor Person entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities Securities, and any Coupons appertaining thereto, so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities or Coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Securities, and any Coupons appertaining thereto, had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance sale or leaseconveyance, such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Debt Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Debt Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Debt Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, conveyance, transfer, lease or merger other disposition, and following such an assumption by the Company with or into any other successor Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any such successor Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person instead of the Company Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee Trustee, pursuant to the terms hereof, shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance conveyance, transfer, lease or leaseother disposition, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. Upon the assumption by the successor Person in the manner described in this Article, the Issuer shall be discharged from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person conveyance in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which shall not be the continuing corporation, and following such conveyancean assumption by the successor corporation, transfer or lease is made such successor corporation shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance lease or leaseconveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Company or any Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Agreement and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company Guarantor or the Corporation, as the case may be, with or into any other Person, or any conveyance, transfer or lease by the Company Guarantor or the Corporation of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company Guarantor or the Corporation, as the case may be, is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Guarantor or the Corporation, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Company Guarantor or the Corporation, as the case may be, herein; and in the event of any such conveyance, transfer or lease the Company Guarantor or the Corporation, as the case may be, shall be discharged from all obligations and covenants under the this Indenture and the Securities and the Guarantees, as the case may be dissolved and liquidatedbe. Such successor Person may cause to be signedexecuted, and may issue either in its own name or in the name of the CompanyCorporation, any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company Corporation, and having endorsed thereon Guarantees duly executed by the Guarantor, and delivered to the Trustee; and, upon the order of such successor Person instead of the Company Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which having endorsed thereon Guarantees duly executed by the Guarantor, that previously shall have been signed and delivered by the officers of the Company Corporation to the Trustee for authentication pursuant to such provisions and any Securities which that such successor Person thereafter shall cause to be signed executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofIndenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyancesale, transfer lease or lease by conveyance of all or substantially all of the assets of the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.111.1, the successor corporation or the transferee corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Agreement with the same effect as if such successor Person corporation had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor or transferee Person thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanySierra Pacific Resources, any or all of the Securities Certificates evidencing PIES issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor Person or such transferee Person, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authentication pursuant to such provisions and execution, and any Securities Certificate evidencing PIES which such successor Person corporation or transferee corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf Purchase Contract Agent for the purpose pursuant to such provisionsthat purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance or lease, such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing PIES thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signedexecuted, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which that such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger transfer, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions and any Securities which that such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance sale or lease, transfer such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or transfer (other than a transfer by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article 8 shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, lease or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer or the Guarantor, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer or the Guarantor prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer or the Guarantor and delivered to the TrusteeTrustee and the Securities Administrator; and, upon the order of such successor Person corporation, instead of the Company Issuer or the Guarantor, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee Securities Administrator shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer or the Guarantor to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf Securities Administrator for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case the event of any such consolidationsale or conveyance (other than a conveyance by way of lease) the Issuer, merger, sale, conveyance the Guarantor or lease, any successor corporation which shall theretofore have become such changes in phraseology the manner described in this Article shall be discharged from all obligations and form covenants under this Indenture and the Securities and may be made in the Securities thereafter to be issued as may be appropriateliquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, conveyance, transfer, lease or merger disposition, and following such an assumption by the Company with or into any other Personsuccessor entity, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made entity shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and . Except in the event case of any such conveyanceconveyance by way of lease, transfer or lease when the Company shall be discharged from successor entity assumes all obligations of the Issuer hereunder and the provisions of Section 9.1 have been complied with, all obligations and covenants of the Issuer hereunder or under the Indenture and the Securities and may be dissolved and liquidatedshall terminate. Such successor Person entity may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person entity, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities and Coupons appertaining thereto, if any, which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities together with any Coupons appertaining thereto which such successor Person entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance conveyance, transfer, lease or lease, disposition such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. In the event of any sale, conveyance, transfer or disposition (other than a conveyance by way of lease) covered by this Section 9.2, the Issuer (or any successor entity which shall theretofore have become such in the manner described in this Article) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, lease or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer or Parent, and may exercise every right and power ofas applicable, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the CompanyIssuer or Parent, as applicable, prior to such succession any or all of the Securities or Guarantees, as applicable, issuable hereunder which theretofore shall not have been signed by the Company Issuer or Parent, as applicable, and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company Issuer or Parent, as applicable, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities and Coupons and Guarantees, if any, appertaining thereto, which previously shall have been signed and delivered by the officers of the Company Issuer or Parent, as applicable, to the Trustee for authentication pursuant to such provisions authentication, and any Securities or Guarantees which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities and Coupons and Guarantees, if any, appertaining thereto, so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities and Coupons and Guarantees, if any, appertaining thereto, theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and Coupons and Guarantees, if any, appertaining thereto, had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons and Guarantees, if any, appertaining thereto, thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or Parent, as applicable, (or any successor corporation which shall theretofore have become such in the manner described in this Article) shall be discharged from all obligations and covenants under this Indenture and the Securities and the Guarantees and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyancesale, transfer lease or lease by conveyance of all or substantially all of the assets of the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.19.1, the successor corporation or the transferee corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Agreement with the same effect as if such successor Person corporation had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor or transferee Person thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanySierra Pacific Resources, any or all of the Securities Certificates evidencing PIES issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor Person or such transferee Person, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authentication pursuant to such provisions and execution, and any Securities Certificate evidencing PIES which such successor Person corporation or transferee corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf Purchase Contract Agent for the purpose pursuant to such provisionsthat purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance or lease, such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing PIES thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyancesale, transfer assignment, transfer, lease, conveyance or lease by other disposition of all or substantially all of the properties or assets of the Company of its properties in a transaction that is subject to, and assets substantially as an entirety to any Person in accordance that complies with the provisions of, Section 8.15.01 hereof, the successor corporation Person formed by such consolidation or into or with which the Company is merged or to which such conveyancesale, transfer assignment, transfer, lease, conveyance or lease other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of, of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the CompanyCompany prior to such succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the that purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance lease or leaseconveyance, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Company or any successor Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities, and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, lease or merger by conveyance in which the Company with Issuer is not the resulting, surviving or into any other transferee Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as following such an entirety to any Person in accordance with Section 8.1, the successor corporation formed assumption by such consolidation or into which the Company is merged or to which Person, such conveyance, transfer or lease is made Person shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person Issuer may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person Issuer instead of the Company Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person Issuer thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor Issuer which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation or merger by the Company with or into any other Personsuch consolidation, or any merger, sale, conveyance, transfer transfer, lease or lease by the Company of its properties and assets substantially as an entirety to any Person other disposition set forth in accordance with Section 8.15.01, the successor corporation formed by such consolidation or into in which the Company is merged not the Successor Company and upon the assumption by the Successor Company by supplemental indenture executed and delivered to the Trustee of the due and punctual payment of the principal of and interest on all of the Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Supplemental Indenture to be performed or to which satisfied by the Company, such conveyance, transfer or lease is made Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Supplemental Indenture, with the same effect as if such successor Person it had been named herein as the Company herein; party of this first part, and in the event of any such conveyance, transfer or lease the Company shall be discharged from all its obligations and covenants under the Indenture Notes and this Supplemental Indenture, except in the Securities and may be dissolved and liquidatedcase of any such lease, as provided in Section 5.01(b). Such successor Person Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Company any or all of the Securities Notes, issuable hereunder which that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Supplemental Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which Notes that such successor Person Successor Company thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All the Securities Notes so issued shall in all respects have the same legal rank and benefit under this Supplemental Indenture as the Securities Notes theretofore or thereafter issued in accordance with the terms of this Supplemental Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. In case the event of any such consolidation, merger, sale, conveyance conveyance, transfer or lease, other disposition upon compliance with this Article 5 the person named as the “Company” in the first paragraph of this Supplemental Indenture or any successor that shall thereafter have become such changes in phraseology and form the manner prescribed in this Article 5 may be made in dissolved, wound up and liquidated at any time thereafter and such person shall be discharged from its liabilities as obligor and maker of the Securities thereafter Notes and from its obligations under this Supplemental Indenture with respect to be issued as may be appropriatethe Notes.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance lease or leaseconveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease), the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company Corporation with or into any other Person, or any conveyance, transfer or lease by the Company Corporation of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company Corporation is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Corporation under this Indenture with the same effect as if such successor Person had been named as the Company Corporation herein; and in the event of any such conveyance, conveyance or transfer or lease the Company Corporation shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Person may cause to be signedexecuted, and may issue either in its own name or in the name of the CompanyCorporation, any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company Corporation and delivered to the Trustee; and, upon the order of such successor Person instead of the Company Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company Corporation to the Trustee for authentication pursuant to such provisions and any Securities which that such successor Person thereafter shall cause to be signed executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofIndenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance and upon any such assumption by the Company with or into any other Personsuccessor Corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made Corporation shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named herein as the Company herein; and in party of the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidatedfirst part. Such successor Person Corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyResidential Capital Corporation, any or all of the Securities Securities, and any Coupons appertaining thereto, issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Corporation, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities or Coupons which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities or Coupons which such successor Person Corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities Securities, and any Coupons appertaining thereto, so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities or Coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Securities, and any Coupons appertaining thereto, had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, sale or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyance, transfer or lease by of all or substantially all of the Company of its properties and assets substantially as an entirety to any Person of the Company in accordance with Section 8.18.01, the successor corporation formed by such consolidation or into which the Company is merged or the Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person corporation had been named as the Company herein; herein and in the event of any such conveyance, transfer or lease the Company shall thereupon be discharged released from all obligations hereunder and covenants under the Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Person corporation thereupon may cause to be signed, signed and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been 57 signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, sale or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company Note Issuer with or into any other Person, or any conveyance, transfer transfer, sale, assignment, lease or lease other disposition by the Company Note Issuer, in one or more transactions, of substantially all of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company Note Issuer under this Indenture with the same effect as if such successor Surviving Person had been named as the Company Note Issuer herein; , and in thereafter the event of any such conveyance, transfer or lease the Company Note Issuer shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Surviving Person may cause to be signed, and may issue either in its own name or in the name of the CompanyNote Issuer, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Note Issuer and delivered to the Trustee; and, upon the order of such successor Surviving Person instead of the Company Note Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Note Issuer to the Trustee for authentication pursuant to such provisions and any Securities which such successor Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate. Upon any consolidation, or merger of a Guarantor with or into any other Person or any transfer, conveyance, sale, lease, assignment or other disposition of all or substantially all of the properties and assets of such Guarantor as an entirety in accordance with Section 8.2, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture with the same effect as if such Surviving Person had been named as a Guarantor herein, and thereafter the Guarantor shall be relieved of all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Company or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, conveyance, transfer, lease or merger other disposition, and following such an assumption by the Company with or into any other successor Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any such successor Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person instead of the Company Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee Trustee, pursuant to the terms hereof, shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance transfer, lease or leaseother disposition, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. Upon the assumption by the successor Person in the manner described in this Article, the Issuer shall be discharged from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any sale, assignment, conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation Person formed by such consolidation or into which the Company is merged or to which such sale, assignment, conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.18.01, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company Corporation with or into any other Person, or any conveyance, transfer or lease by the Company Corporation of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company Corporation is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Corporation under this Indenture with the same effect as if such successor Person had been named as the Company Corporation herein; and in the event of any such conveyance, transfer or lease the Company Corporation shall be discharged from all obligations and covenants under the this Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Person may cause to be signedexecuted, and may issue either in its own name or in the name of the CompanyCorporation, any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company Corporation and delivered to the Trustee; and, upon the order of such successor Person instead of the Company Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company Corporation to the Trustee for authentication pursuant to such provisions and any Securities which that such successor Person thereafter shall cause to be signed executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofIndenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, lease or merger by the Company with or into any other Person, or any conveyance, transfer or lease and following such an assumption by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made successor corporation shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which together with any Coupons appertaining thereto theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology phrasing and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) and the assumption of the obligations and covenants under the Securities and this Indenture in accordance with Section 9.1 the Issuer shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, lease or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Corporation, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Corporation prior to such succession any or all of the Securities issuable hereunder which which, together with any Coupons appertaining thereto, theretofore shall not have been signed by the Company Corporation and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities Securities, together with any Coupons appertaining thereto, which previously shall have been signed and delivered by the officers of the Company Corporation to the Trustee for authentication pursuant to such provisions authentication, and any Securities Securities, together with any Coupons appertaining thereto, which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued issued, together with any Coupons appertaining thereto, shall in all respects have the same legal rank and benefit under this Indenture as the Securities and Coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and Coupons had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than conveyance by way of lease) the Corporation (or any successor corporation which shall theretofore have become such in the manner described in this Article) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyance, conveyance or transfer or lease by of the Company of its properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation Person formed by such consolidation or into which the Company is merged or to which such conveyance, conveyance or transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; herein and thereafter the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Debt Securities and, in the event of any such conveyanceconsolidation, transfer merger, conveyance or lease transfer, the Company shall as the predecessor corporation may thereupon or at any time thereafter be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and dissolved, wound up, or liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the written order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor entity, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made entity shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company Issuer herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person entity, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance lease or leaseconveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance in which the Issuer is not the continuing corporation, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyancesale, transfer assignment, transfer, lease, conveyance or lease by other disposition of all or substantially all of the properties or assets of CF Holdings or the Company of its properties in a transaction that is subject to, and assets substantially as an entirety to any Person in accordance that complies with the provisions of, Section 8.15.01 hereof, the successor corporation Person formed by such consolidation or into or with which CF Holdings or the Company is merged or to which such conveyancesale, transfer assignment, transfer, lease, conveyance or lease other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, in the case of CF Holdings the provisions of this Indenture referring to the “CF Holdings” shall refer instead to the surviving or successor Person and not to CF Holdings and in the case of the Company the provisions of this Indenture referring to the “Company” shall instead refer to such surviving or successor Person and not the Company), and may exercise every right and power ofof CF Holdings or the Company, as the Company case may be, under this Indenture with the same effect as if such successor Person had been named as CF Holdings or the Company, as applicable, herein (except that the Company herein; or its successor pursuant to this Section 5.02 shall not be required to be a Guarantor), and in thereafter the event of any such conveyance, transfer or lease the Company predecessor Person shall be released and discharged from of all obligations and covenants under the this Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signedNotes or the Note Guarantees, as applicable, and may issue either in its own name or shall be released from all applicable Collateral Documents, and any applicable Collateral shall be released as provided in the name applicable Collateral Documents; provided, however, that (1) the predecessor CF Holdings shall not be released from its obligations with respect to its Note Guarantee and Collateral Documents and (2) the predecessor Company shall not be released from the obligation to pay the principal of and interest on the Notes, except, in each case, upon a sale of all of CF Holdings’ or the Company’s assets in a transaction that is subject to, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance that complies with the terms of this Indenture as though all of such Securities had been issued at the date of the execution provisions of, Section 5.01 hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyancesale, transfer lease or lease by conveyance of all or substantially all of the assets of the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.19.1, the successor corporation or the transferee corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Agreement with the same effect as if such successor Person corporation had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor or transferee Person thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyAMERIGROUP Corporation, any or all of the Securities Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteePurchase Contract Agent; and, upon the order of such successor Person or such transferee Person, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Purchase Contract Agent shall authenticate and shall execute on behalf of the Holders and deliver any Securities Certificates which previously shall have been signed and delivered by the officers of the Company to the Trustee Purchase Contract Agent for authentication pursuant to such provisions and execution, and any Securities Certificate evidencing Units which such successor Person corporation or transferee corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf Purchase Contract Agent for the purpose pursuant to such provisionsthat purpose. All the Securities so Certificates issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Certificates theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Certificates had been issued at the date of the execution hereof. In case of any such merger, consolidation, mergershare exchange, sale, assignment, transfer, lease or conveyance or lease, such changes change in phraseology and form (but not in substance) may be made in the Securities Certificates evidencing Units thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance in which the Issuer or any Guarantor, as the case may be, is not the continuing corporation, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer or such Guarantor, and as the case may exercise every right and power ofbe, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the CompanyIssuer or such Guarantor, as the case may be, prior to such succession any or all of the Securities or Guarantees as the case may be, issuable hereunder which theretofore shall not have been signed by the Company Issuer or such Guarantor, as the case may be, and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company Issuer or such Guarantor, as the case may be, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities or Guarantees, as the case may be, which previously shall have been signed and delivered by the officers of the Company Issuer or such Guarantor, as the case may be, to the Trustee for authentication pursuant to such provisions authentication, and any Securities or Guarantees, as the case may be, which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities or Guarantees, as the case may be, so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities or Guarantees, as the case may be, theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities or such Guarantees, as the case may be, had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities or Guarantees thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any Guarantor or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation by the Company with or merger by the Company with or into any other Person, corporation or any conveyance, transfer or lease by of the Company of its properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8.110.01, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person corporation had been named as the Company herein; in this Indenture, and thereafter, except in the event case of any such conveyancea lease, transfer or lease the Company predecessor corporation shall be discharged from relieved of all obligations and covenants under the this Indenture and the Securities of each series and may be dissolved and liquidatedany related coupons. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the CompanyCompany prior to such succession, any of or all of the Securities issuable hereunder of each series of under this Indenture which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of upon the Company Order, and subject to all the terms, conditions and limitations in this Indenture prescribedIndenture, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All the Securities so issued shall have in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriatethis Indenture.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.18.01, the successor corporation surviving Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor surviving Person had been named as the Company herein; . When a surviving Person duly assumes all of the obligations of the Company pursuant hereto and pursuant to the Securities, the predecessor shall be relieved of the performance and observance of all obligations and covenants of this Indenture and the Securities, including but not limited to the obligation to make payment of the principal of (and premium, if any) and interest on all the Securities then outstanding, and the Company may thereupon or any time thereafter be liquidated and dissolved. Except with respect to the Securities of any series whose terms permit such transactions as an asset sale, upon any consolidation, amalgamation or merger of a Subsidiary Guarantor with or into, or any transfer, sale or lease (other than a charter or lease of a vessel in the event ordinary course of any business) of the properties and assets of such conveyanceSubsidiary Guarantor substantially as an entirety in accordance with Section 8.02 to, transfer or lease a Person other than the Company or another Subsidiary Guarantor, the Successor Subsidiary Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Indenture with the same effect as if such Successor Subsidiary Guarantor had been named as a Subsidiary Guarantor herein, and thereafter, except in the case of a lease, the predecessor Subsidiary Guarantor shall be discharged from relieved of all obligations and covenants under the this Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriateSecurities.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, lease or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer or the Guarantor, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer or the Guarantor prior to such succession any or all of the Securities issuable hereunder which together with any Coupons appertaining thereto theretofore shall not have been signed by the Company Issuer or the Guarantor and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Issuer or the Guarantor, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Company Issuer or the Guarantor to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology phrasing and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer, the Guarantor or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities Debentures and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the written order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribedprescribed herein, the Trustee shall authenticate and shall deliver make available for delivery any Securities Debentures which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities Debentures which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Debentures had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personcorporation, or any conveyance, sale, transfer or lease by the Company of its properties and assets in entirety or substantially as an entirety to any Person in accordance with Section 8.18.01, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, sale, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person corporation had been named as the Company herein; and in the event of any such conveyance, sale, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, conveyance, transfer, sale or merger lease and following such an assumption by the Company with successor Person or into any other PersonPersons, such successor Person or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made Persons shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person Corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities Securities, which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person Corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, saleconveyance, conveyance transfer, sale or lease, lease such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Company or any successor Person or Persons which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any sale, conveyance, transfer transfer, lease or lease other disposition by the Company of all or substantially all of its properties and assets substantially as an entirety to any Person subject to and in accordance with Section 8.1, the successor corporation Person formed by such consolidation or into which the Company is merged or to which such sale, conveyance, transfer transfer, lease or lease other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease other disposition (but not with respect to a lease) the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which that such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance conveyance, transfer, lease or leaseother disposition, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the -47- 54 Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance lease or leaseconveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Company or any Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Agreement and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by The Successor Company shall be the successor of the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with Indenture, but the same effect as if such successor Person had been named as the predecessor Company herein; and in the event case of any such a conveyance, transfer or lease shall not be released from the Company shall be discharged from all obligations obligation to pay the principal of and covenants under interest on the Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Person Successor Company may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Company or any Successor Company which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any merger or consolidation or merger by sale, lease or conveyance of all or substantially all of the Company with or into Issuer’s assets to any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed legal entity or the Person which acquires by such consolidation sale, lease or into which conveyance substantially all the Company is merged or assets of the Issuer (if other than the Issuer) may succeed to which such conveyance, transfer or lease is made shall succeed to, and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; provided that no such succession or substitution shall occur unless it is effected in a manner as prescribed by applicable laws and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture regulations and the Securities and may be dissolved and liquidatedcompetent supervisory or resolution authority has raised no objection to such succession or substitution. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all holders of the Securities issuable hereunder which together with any Coupons appertaining thereto theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology phrasing and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities Debentures issuable hereunder which that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities which securities that previously shall have been signed and delivered by the officers of the Company Company, to the Trustee for authentication pursuant to such provisions authentication, and any Securities which Debentures that such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Debentures had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, sale or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities Debentures thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Company or any successor corporation that shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Debentures and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation by the Company with or merger by the Company with or into any other Person, corporation or any conveyance, transfer or lease by of the Company of its properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8.19.01, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person corporation had been named as the Company herein; in this Indenture, and thereafter, except in the event case of any such conveyancea lease, transfer or lease the Company predecessor corporation shall be discharged from relieved of all obligations and covenants under the this Indenture and the Securities of each series and may be dissolved and liquidatedany related coupons. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the CompanyCompany prior to such succession, any of or all of the Securities of each series issuable hereunder under this Indenture which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of upon the Company Order, and subject to all the terms, conditions and limitations in this Indenture prescribedIndenture, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All the Securities so issued shall have in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofof this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.ARTICLE TEN

Successor Corporation Substituted. Upon any consolidation or merger by the Company Issuer with or into any other Personcorporation, or any conveyance, conveyance or transfer or lease by the Company Issuer of its properties and assets substantially as an entirety to any Person Person, in accordance with Section 8.19.1, the successor corporation formed by such consolidation or into which the Company Issuer is merged or to which such conveyance, conveyance or transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Issuer under this Indenture with the same effect as if such successor Person corporation had been named as the Company Issuer herein; and in the event of any such conveyanceconveyance or transfer, transfer the Issuer (which term shall for this purpose mean the Person named as the "Issuer" in the first paragraph of this Indenture or lease any successor corporation which shall theretofore become such in the Company manner described in Section 9.1), except in the event of a conveyance by way of lease, shall be discharged from all obligations and covenants under the this Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which together with any Coupons appertaining thereto theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or leasetransfer, such changes in phraseology phrasing and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, conveyance, transfer, lease or merger disposition, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and . Except in the event case of any such conveyanceconveyance by way of lease, transfer or lease when the Company shall be discharged from successor entity assumes all obligations of the Issuer hereunder and the provisions of Section 9.1 have been complied with, all obligations and covenants of the Issuer hereunder or under the Indenture and the Securities and may be dissolved and liquidatedshall terminate. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities and Coupons appertaining thereto, if any, which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities together with any Coupons appertaining thereto which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance conveyance, transfer, lease or lease, disposition such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. In the event of any sale, conveyance, transfer or disposition (other than a conveyance by way of lease) covered by this Section 9.2, the Issuer (or any successor corporation which shall theretofore have become such in the manner described in this Article) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation or merger by the Company with or into any other Personsuch consolidation, or any combination, merger, sale, assignment, conveyance, lease, transfer or lease other disposition of all or substantially all of the Issuer’s assets and following such an assumption by the Company of its properties and assets substantially as an entirety to any successor Person, such successor Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person instead of the Company Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, combination, merger, sale, conveyance assignment, conveyance, lease, transfer or leaseother disposition of all or substantially all of the Issuer’s assets, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. Upon any such consolidation, combination, merger, sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of the Issuer’s assets other than a conveyance by way of lease or any sale, assignment, conveyance, lease, transfer or other disposition to subsidiaries of the Issuer, the Issuer or any successor Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer transfer, sale, assignment, lease or lease other disposition by the Company Company, in one or more transactions, of substantially all of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Surviving Person had been named as the Company herein; , and in the event of any such conveyance, transfer or lease thereafter the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Surviving Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Surviving Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyancesale, transfer assignment, transfer, lease, conveyance or lease by other disposition of all or substantially all of the Company assets of its properties and assets substantially as an entirety to the Partnership or any Person Guarantor in accordance with Section 8.15.01 hereof, the successor corporation formed by such consolidation or into or with which the Company Partnership or Guarantor is merged or to which such conveyancesale, transfer assignment, transfer, lease, conveyance or lease other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the "Partnership" or the "Guarantor," as applicable, shall refer instead to the successor corporation and not to the Partnership or the Guarantor, as applicable, and may exercise every right and power ofof the Partnership or the Guarantor, the Company as applicable, under this Indenture with the same effect as if such successor Person had been named as the Company Partnership or the Guarantor, as applicable, herein; and in provided, however, that (a) the event of any such conveyance, transfer surviving entity or lease the Company acquiring corporation shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or (i) assume all of the Securities issuable hereunder which theretofore shall not Obligations of the acquired Person incurred under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, as applicable, (ii) acquire and own and operate, directly or through Subsidiaries, all or substantially all of the properties and assets then constituting the assets of the Partnership, the applicable Guarantor or any of their Restricted Subsidiaries, as the case may be, (iii) have been signed by issued, or have a consolidated Subsidiary which has been issued, Gaming Licenses to operate the Company acquired casino operations and delivered entities substantially in the manner and scope operated prior to such transaction, which Gaming Licenses are in full force and effect and (iv) be in compliance fully with Section 5.01 hereof and (b) the Trustee; and, upon Partnership or the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and applicable Guarantor shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant an Officers' Certificate and Opinion of Counsel, subject to such provisions customary assumptions and any Securities which such successor exclusions, stating that the proposed transaction complies with this Article 5; provided, further, however, that the predecessor Person thereafter shall cause not be relieved from the obligation to be signed pay the principal of, premium and delivered to Liquidated Damages, if any, and Interest on, the Trustee on its behalf for Notes except in the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms case of this Indenture as though a sale of all of such Securities had been issued at one or the date Partnership's assets that meets the requirements of the execution Section 5.01 hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation or merger by the Company with or into any other Personsuch consolidation, or any merger, sale, conveyance, transfer transfer, lease or lease by the Company of its properties and assets substantially as an entirety to any Person other disposition set forth in accordance with Section 8.15.01, the successor corporation formed by such consolidation or into in which the Company is merged not Successor Company and upon the assumption by the Successor Company by supplemental indenture executed and delivered to the Trustee of the due and punctual payment of the principal of and interest on all of the Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or to which satisfied by the Company, such conveyance, transfer or lease is made Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Indenture, with the same effect as if such successor Person it had been named herein as the Company herein; party of this first part, and in the event of any such conveyance, transfer or lease the Company shall be discharged from all its obligations and covenants under the Indenture Notes and this Indenture, except in the Securities and may be dissolved and liquidatedcase of any such lease, as provided in Section 5.01(b). Such successor Person Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Company any or all of the Securities Notes, issuable hereunder which that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which Notes that such successor Person Successor Company thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All the Securities Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. In case the event of any such consolidation, merger, sale, conveyance conveyance, transfer or lease, other disposition upon compliance with this Article 5 the person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such changes in phraseology and form the manner prescribed in this Article 5 may be made in dissolved, wound up and liquidated at any time thereafter and such person shall be discharged from its liabilities as obligor and maker of the Securities thereafter Notes and from its obligations under this Indenture with respect to be issued as may be appropriatethe Notes.

Successor Corporation Substituted. Upon In case of any consolidation or merger by the Company with or into any other Personsuch consolidation, or any merger, sale, conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged not the surviving corporation and upon the assumption by a successor company (“Successor Company”), by supplemental indenture, executed and delivered to the Trustee, of the due and punctual payment of the principal of and interest on all of the Notes, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or to which satisfied by the Company, except in the case of a lease of all or substantially all of the Company’s properties and assets, such conveyance, transfer or lease is made Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Company, with the same effect as if such successor Person it had been named herein as the Company herein; party of this first part, and in the event of any such conveyance, transfer or lease the Company shall be discharged from all its obligations and covenants under the Indenture Notes and the Securities and may be dissolved and liquidatedIndenture. Such successor Person Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Company any or all of the Securities Notes, issuable hereunder which that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which Notes that previously shall have been signed and delivered by the officers Officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which Notes that such successor Person Successor Company thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All the Securities Notes so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Securities Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. In case the event of any such consolidation, merger, sale, conveyance or leasetransfer, upon compliance with Article V, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such changes in phraseology and form the manner prescribed in this Article V may be made dissolved, wound up and liquidated at any time thereafter and such Person shall be discharged from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. The provisions in this Article V shall not apply to the Securities thereafter to be issued as may be appropriatesale, conveyance, transfer or lease of assets among the Subsidiaries of the Company.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyance, conveyance or transfer of all or lease by substantially all of the Company of its properties and assets substantially as an entirety to any Person of the Company in accordance with Section 8.18.01, the successor corporation formed by such consolidation or into which the Company is merged or the Person to which such conveyance, conveyance or transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person corporation had been named as the Company herein; herein and in the event of any such conveyance, transfer or lease the Company shall thereupon be discharged released from all obligations hereunder and covenants under the Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Person corporation thereupon may cause to be signed, signed and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, sale or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.. 55

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.18.01, the successor corporation surviving Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor surviving Person had been named as the Company herein; . When a surviving Person duly assumes all of the obligations of the Company pursuant hereto and in pursuant to the event Securities, the predecessor shall be relieved of the performance and observance of all obligations and covenants of this Indenture and the Securities, including but not limited to the obligation to make payment of the principal of (and premium, if any) and interest on all the Securities then outstanding, and the Company may thereupon or any time thereafter be liquidated and dissolved. Except with respect to the Securities of any series whose terms permit such transactions as an asset sale, upon any consolidation, amalgamation or merger of a Subsidiary Guarantor with or into, or any conveyance, transfer or lease (other than a charter or lease of a vessel in the ordinary course of business) of the properties and assets of such Subsidiary Guarantor substantially as an entirety in accordance with Section 8.02 to, a Person other than the Company or another Subsidiary Guarantor, the Successor Subsidiary Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Indenture with the same effect as if such Successor Subsidiary Guarantor had been named as a Subsidiary Guarantor herein, and thereafter, except in the case of a lease, the predecessor Subsidiary Guarantor shall be discharged from relieved of all obligations and covenants under the this Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriateSecurities.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, amalgamation, merger, statutory arrangement, sale, conveyance or merger lease and upon the assumption by the Company with or into any other PersonSuccessor Corporation, or any conveyanceby supplemental indenture, transfer or lease 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) and interest, if any, on all of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1Company, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made Successor Corporation shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall thereupon be discharged from all obligations and covenants under relieved of any further obligation or liabilities hereunder or upon the Indenture Securities, and the Securities and Company as the predecessor corporation may thereupon or at any time thereafter be dissolved and dissolved, wound-up or liquidated. Such successor Person Successor Corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate certify and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions certification, and any Securities which such successor Person Successor Corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofthis Indenture. In case of any such consolidation, amalgamation, merger, statutory arrangement, sale, conveyance or lease, or change in the name of the Company, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may may, in the opinion of the Trustee, be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, lease or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company Issuer herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities Warrants issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the TrusteeWarrant Agent; and, upon the order of such successor Person corporation, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture Agreement prescribed, the Trustee Warrant Agent shall authenticate countersign and shall deliver any Securities Warrants which previously shall have been signed and delivered by the officers of the Company Officers to the Trustee Warrant Agent for authentication pursuant to such provisions countersignature, and any Securities Warrants which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf Warrant Agent for the purpose pursuant to such provisionsthat purpose. All of the Securities Warrants so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities Warrants theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Warrants had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology phrasing and form (but not in substance) may be made in the Securities Warrant Certificates representing the Warrants thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease), the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Agreement, the Warrants and the Warrant Certificates and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation or merger by the Company with or into any other Personsuch merger, consolidation, sale, lease, or any conveyancetransfer, transfer or lease and following such an assumption by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by of the Company's obligations under the Notes and this Indenture, such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made successor corporation shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the CompanyCompany prior to such succession, any or all of the Securities Notes issuable hereunder which that theretofore shall not have been signed by the Company and delivered to the Trustee; , and, upon the order of such successor Person corporation, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which Notes that such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. In case of any such merger, consolidation, merger, sale, conveyance lease or lease, transfer such changes in phraseology and form (but not in substance) may be made in the Securities Notes thereafter to be issued as may be appropriate. In the event of any such sale or transfer (other than a transfer by way of lease) the Company or any successor corporation, which shall theretofore have become such in the manner described in this ARTICLE 8, shall be discharged from all obligations and covenants under this Indenture and the Notes and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyance, transfer or lease by of all or substantially all of the Company of its properties and assets substantially as an entirety to any Person of the Company in accordance with Section 8.18.01, the successor corporation formed by such consolidation or into which the Company is merged or the Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person corporation had been named as the Company herein; herein and in the event of any such conveyance, transfer or lease the Company shall thereupon be discharged released from all obligations hereunder and covenants under the Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Person corporation thereupon may cause to be signed, signed and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, sale or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personcorporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1801, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person corporation had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such amalgamation, merger, consolidation, sale, lease or merger conveyance, and following such an assumption by the Company Successor Entity, such Successor Entity shall succeed to and be substituted for the Company, with or into any other Personthe same effect as if it had been named herein. The Holder may require such Successor Entity to enter written customary assumption agreements in form and substance reasonably satisfactory to the Holder prior to, or any simultaneously with, such amalgamation, merger, consolidation, sale, lease or conveyance, transfer or lease including agreements to deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note, including having a principal amount and interest rate equal to the Company principal amount and the interest rate of its properties this Note and assets substantially as an entirety having similar ranking to this Note, having similar conversion and installment rights, and satisfactory to the Holder. Upon the occurrence of any Person in accordance with Section 8.1Fundamental Transaction, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made Successor Entity shall succeed to, and be substituted forfor (so that from and after the date of such Fundamental Transaction, the provisions of this Note referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of, of the Company and shall assume all of the obligations of the Company under this Indenture Note with the same effect as if such successor Person Successor Entity had been named as the Company herein; and in . Upon consummation of the event of any such conveyanceFundamental Transaction, transfer or lease the Company Successor Entity shall deliver to the Holder confirmation that there shall be discharged from all obligations and covenants under issued upon conversion or redemption of this Note at any time after the Indenture and consummation of the Securities and may be dissolved and liquidated. Such successor Person may cause to be signedFundamental Transaction, and may issue either in its own name or in lieu of the name shares of the Company’s Common Shares (or other securities, any cash, assets or all other property) issuable upon the conversion or redemption of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered Notes prior to the Trustee; andsuch Fundamental Transaction, upon the order of such successor Person instead shares of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers publicly traded common stock (or their equivalent) of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on Successor Entity (including its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture Parent Entity), as the Securities theretofore or thereafter issued adjusted in accordance with the terms provisions of this Indenture as though all Note. The provisions of such Securities had been issued at this Section 2.9 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the date conversion or redemption of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriatethis Note.

Successor Corporation Substituted. Upon any consolidation or merger by the Company Corporation with or into any other Person, or any conveyance, transfer or lease by the Company Corporation of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company Corporation is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Corporation under this Indenture with the same effect as if such successor Person had been named as the Company Corporation herein; and in the event of any such conveyance, transfer or lease the Company Corporation shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the CompanyCorporation, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Corporation and delivered to the Trustee; and, upon the written order of such successor Person instead of the Company Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company Corporation to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyancesale, transfer assignment, transfer, lease, conveyance or lease by other disposition of all or substantially all of the Company of its properties and assets substantially as an entirety to any Person of the Issuer in accordance a transaction that is subject to, and that complies with the provisions of, Section 8.15.01 hereof, the successor corporation Person formed by such consolidation or into or with which the Company Issuer is merged or to which such conveyancesale, transfer assignment, transfer, lease, conveyance or lease other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture, the Notes and the Security Documents referring to the “Issuer” shall refer instead to the successor Person and not to the Issuer), and may exercise every right and power ofof the Issuer under this Indenture, the Company under this Indenture Notes and the Security Documents with the same effect as if such successor Person had been named as the Company herein; Issuer herein and therein, and in such event the event of any such conveyance, transfer or lease the Company shall Issuer will be automatically be released and discharged from all its obligations under this Indenture, the Notes and covenants the Security Documents; provided, however, that the predecessor Issuer shall not be relieved from the obligation to pay the principal of, premium on, if any, and interest, if any, on, the Notes or any obligation under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or Security Documents in the name case of the Companya lease of all or substantially all of its assets. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Securities issuable hereunder which theretofore shall not have been signed by properties and assets of a Guarantor in a transaction that is subject to, and that complies with the Company and delivered to provisions of, Section 5.01 hereof, the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered formed by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities consolidation or into or with which such successor Person thereafter Guarantor is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall cause to succeed to, and be signed substituted for (so that from and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at after the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, lease, conveyance or leaseother disposition, the provisions of this Indenture, the Notes and the Security Documents referring to such changes Guarantor shall refer instead to the successor Person and not to such Guarantor), and may exercise every right and power of such Guarantor under this Indenture, the Notes and the Security Documents with the same effect as if such successor Person had been named as such Guarantor herein and therein, and in phraseology such event such Guarantor will be automatically be released and form may discharged from its obligations under this Indenture, the Notes and the Security Documents; provided, however, that the predecessor Guarantor shall not be made relieved from the obligation to pay the principal of, premium on, if any, and interest, if any, on, the Notes or any obligation under the Security Documents in the Securities thereafter to be issued as may be appropriatecase of a lease of all or substantially all of its assets.

Successor Corporation Substituted. Upon any consolidation or merger by the Company Corporation with or into any other Person, or any conveyance, transfer or lease by the Company Corporation of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company Corporation is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Corporation under this Indenture with the same effect as if such successor Person had been named as the Company Corporation herein; and in the event of any such conveyance, transfer or lease lease, the Company Corporation shall be discharged from all obligations and covenants under the this Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Person may cause to be signedexecuted, and may issue either in its own name or in the name of the CompanyCorporation, any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company Corporation and delivered to the Trustee; and, upon the order of such successor Person instead of the Company Corporation and subject to all the terms, conditions and limitations in of this Indenture prescribedIndenture, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company Corporation to the Trustee for authentication pursuant to such provisions and any Securities which that such successor Person thereafter shall cause to be signed executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsbehalf. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofIndenture. In case of any such consolidation, merger, saleconveyance, conveyance transfer or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personcorporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Subordinated Indenture with the same effect as if such successor Person corporation had been named as the Company herein; and in . In the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Subordinated Indenture and the Securities Debentures and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; , and, upon the order Company Order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Subordinated Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities Debentures which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions a Company Order and any Securities Debentures which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities Debentures so issued shall in all respects have the same legal rank and benefit under this Subordinated Indenture as the Securities Debentures theretofore or thereafter issued in accordance with the terms of this Subordinated Indenture as though all of such Securities Debentures had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities Debentures thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, lease or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate authen ticate and shall deliver make available for delivery any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance the Company (or any successor corporation which shall theretofore have become such in the manner described in this Article) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1Permitted --------------------------------- Merger, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture hereunder and the Convertible Notes with the same effect as if such successor Person Surviving Entity had been named as the Company herein; and in when a Surviving Person duly assumes all of the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under of the Indenture Company pursuant hereto and the Securities Convertible Notes, except in the case of a lease, the predecessor Person shall be relieved of all such obligations. If such Surviving Entity shall have succeeded to and may be dissolved and liquidated. Such successor Person been substituted for the Company, such surviving Entity may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities Convertible Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, and upon the order of such successor Person Surviving Entity, instead of the Company Company, and subject to all of the terms, conditions and limitations in this Indenture prescribedIndenture, the Trustee shall authenticate act thereafter and shall deliver any Securities Convertible Notes which previously shall have been signed and delivered by the officers two Officers of the Company to the Trustee for authentication pursuant to such provisions authentication. All of the Convertible Notes so issued, and any Securities Convertible Notes which such successor Person Surviving Entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued Trustee, shall in all respects have the same legal rank rights and benefit benefits under this Indenture as the Securities Convertible Notes theretofore or thereafter issued in accordance with the terms of this Indenture and the Convertible Note Guarantees, if any, as though all of such Securities Convertible Notes had been issued at on the date of the execution hereof. In the case of any such consolidationsubstitution, merger, sale, transfer, conveyance or leaseother disposal, such changes in phraseology and form (and in substance) may be made in the Securities thereafter Convertible Notes to be issued as may be appropriate. For all purposes of this Indenture and the Convertible Notes, Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture.

Successor Corporation Substituted. Upon In case of any consolidation --------------------------------- consolidation, merger, sale or merger transfer pursuant to Section 3.10, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions and any Securities which that such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance sale or lease, transfer such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or transfer (other than a transfer by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article 8 shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the written order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any 63 56 Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation or merger by the Company with or into any other Personsuch consolidation, or any merger, sale, conveyance, transfer or lease by lease, of all or substantially all of the Company of its properties and assets substantially as an entirety to any Person of the Company on a consolidated basis in accordance with Section 8.1, and following such an assumption by the successor corporation, such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities securities which previously shall have been signed and delivered by the officers of the Company Company, to the Trustee for authentication pursuant to such provisions authentication, and any Securities Debentures which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Debentures theretofore or thereafter issued in accordance with the terms of or this Indenture as though all of such Securities Debentures had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, sale or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities Debentures thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Company or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Debentures and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyance, conveyance or transfer of all or lease by substantially all of the Company of its properties and assets substantially as an entirety to any Person of the Company and its Subsidiaries in accordance with Section 8.18.01, the successor corporation formed by such consolidation or into which the Company is merged or the Person to which such conveyance, conveyance or transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person corporation had been named as the Company herein; herein and in the event of any such conveyance, transfer or lease the Company shall thereupon be discharged released from all obligations hereunder and covenants under the Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Person corporation thereupon may cause to be signed, signed and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, sale or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyancesale, transfer assignment, transfer, lease, conveyance or lease by other disposition of all or substantially all of the Company assets of its properties and assets substantially as an entirety to the Issuers or any Person Subsidiary Guarantor in accordance with Section 8.15.01 hereof, the successor corporation formed by such consolidation or into or with which one of the Company Issuers or any Subsidiary Guarantor is merged or to which such conveyancesale, transfer assignment, transfer, lease, conveyance or lease other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Partnership”, “Capital” or the applicable “Subsidiary Guarantor”, as the case may be, shall refer instead to the successor corporation and not to the Partnership, Capital or such Subsidiary Guarantor, as the case may be), and may exercise every right and power of, the Company of an Issuer or Subsidiary Guarantor under this Indenture with the same effect as if such successor Person had been named as the Company an Issuer or Subsidiary Guarantor, as applicable, herein; and in provided, however, that the event of any such conveyance, transfer surviving entity or lease the Company acquiring corporation shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or (i) assume all of the Securities issuable hereunder which theretofore shall not obligations of the acquired Person incurred under this Indenture, the Notes, and, if applicable, the Collateral Documents, (ii) acquire and own and operate, directly or through Subsidiaries, all or substantially all of the properties and assets then constituting the assets of the Partnership or the applicable Subsidiary Guarantor, as the case may be, (iii) have been signed by issued, or have a consolidated Subsidiary which has been issued, Gaming Licenses to operate the Company acquired casino operations and delivered entities substantially in the manner and scope operated prior to such transaction, which Gaming Licenses are in full force and effect, and (iv) be in compliance fully with Section 5.01 hereof and (v) the Trustee; and, upon Issuers or the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously applicable Subsidiary Guarantor shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for an Officers’ Certificate and Opinion of Counsel, subject to customary assumptions and exclusions, stating that the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under proposed transaction complies with this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriateIndenture.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder hereunder, together with any Coupons appertaining thereto, which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities Securities, together with any Coupons appertaining thereto, which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities Securities, together with any Coupons appertaining thereto, which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities Securities, together with any Coupons appertaining thereto, so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Securities, together with any Coupons appertaining thereto, theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and Coupons had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, conveyance, transfer, lease or merger disposition, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and . Except in the event case of any such conveyancecoveyance by lease, transfer or lease when the Company shall be discharged from successor entity assumes all obligations of the Issuer hereunder and the procedures of Section 9.1 have been complied with, all obligations and covenants of the Issuer hereunder or under the Indenture and the Securities and may be dissolved and liquidatedshall terminate. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities and Coupons appertaining thereto, if any, which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities together with any Coupons appertaining thereto which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance conveyance, transfer, lease or lease, disposition such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. In the event of any sale, conveyance, transfer or disposition (other than a conveyance by way of lease) covered by this Section 9.2, the Issuer (or any successor corporation which shall theretofore have become such in the manner described in this Article) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities and Coupons, if any, appertaining thereto, which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any 60 Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities and Coupons, if any, appertaining thereto, so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities and Coupons, if any, appertaining thereto, theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and Coupons, if any, appertaining thereto, had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons, if any, appertaining thereto, thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Company or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any conveyancesale, transfer assignment, transfer, lease, conveyance or lease by other disposition of all or substantially all of the Company assets of its properties and assets substantially as an entirety to any Person the Borrower or Starwood REIT in accordance with Section 8.16.1 hereof, the successor corporation formed by such consolidation or into or with which one of the Company Borrower or Starwood REIT is merged or to which such conveyancesale, transfer assignment, transfer, lease, conveyance or lease other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Agreement referring to the "Borrower" or "Starwood REIT," as the case may be, shall refer instead to the successor corporation and not to the Borrower or Starwood REIT, as the case may be), and may exercise every right and power of, the Company of a Loan Party under this Indenture Agreement with the same effect as if such successor Person had been bee named as the Company such Loan Party herein; and in provided, that the event of any such conveyance, transfer surviving entity or lease the Company acquiring corporation shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or (a) assume all of the Securities issuable hereunder which theretofore shall not obligations of the acquired Person incurred under this Agreement and the Senior Secured Notes, (b) acquire and own and operate, directly or through Restricted Subsidiaries, all or substantially all of the properties and assets then constituting the assets of the Borrower or Starwood REIT, as the case may be, or any of their Restricted Subsidiaries, as the case may be, (c) have been signed by issued, or have a combined Subsidiary which has been issued, Gaming Licenses to operate the Company acquired casino operations and entities substantially in the manner and scope operated prior to such transaction, which Gaming Licenses are in full force and effect, (d) be in compliance fully with Section 6.1 and (e) the Borrower and Starwood REIT have delivered to the Trustee; andLenders an Officers' Certificate and opinion of counsel, upon the order of such successor Person instead of the Company and subject to all customary assumptions and exclusions, stating that the termsproposed transaction complies with this Agreement; provided further, conditions however, that the predecessor Person shall not be relieved from the obligation to pay the principal of and limitations in this Indenture prescribed, interest on the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriateSenior Secured Notes.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signedexecuted, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the written order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities which previously shall have been signed executed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation Substituted. Upon In case of any consolidation such consolidation, merger, sale, lease or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance the Company (or any successor corporation which shall theretofore have become such in the manner described in this Article) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger by the Company Corporation with or into any other Person, or any conveyance, transfer or lease by the Company Corporation of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company Corporation is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Corporation under this Indenture with the same effect as if such successor Person had been named as the Company Corporation herein; and in the event of any such conveyance, transfer or lease the Company Corporation shall be discharged from all obligations and covenants under the this Indenture and the Securities and may be dissolved and liquidatedSecurities. Such successor Person may cause to be signedexecuted, and may issue either in its own name or in the name of the CompanyCorporation, any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company Corporation and delivered to the Trustee; and, upon the order of such successor Person instead of the Company Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company Corporation to the Trustee for authentication pursuant to such provisions and any Securities which that such successor Person thereafter shall cause to be signed executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriateIndenture.

Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Personmerger, or any sale, assignment, transfer, conveyance, transfer or lease by other disposition of all or substantially all of the Company properties or assets of its properties and assets substantially as an entirety to any Person Ventas, Inc. in accordance with Section 8.15.01, the successor corporation Person formed by such consolidation or into which the Company Ventas, Inc. is merged or to which such conveyancesale, transfer assignment, transfer, conveyance or lease other disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company Ventas, Inc. under this Indenture with the same effect as if such successor Person initially had been named as the Company Ventas, Inc. herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyVentas, Inc., any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Ventas, Inc. and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Company Ventas, Inc., and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers Officers of the Company Ventas, Inc. to the Trustee for authentication pursuant to such provisions authentication, and any Securities which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance lease or leaseconveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. When a successor assumes all the obligations of its predecessor under this Indenture and the Securities following a consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of 90% or more of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be released from those obligations.

Successor Corporation Substituted. Upon any consolidation amalgamation, consolidation, merger, reorganization or merger by the Company with or into any other Person, arrangement or any conveyance, conveyance or transfer or lease by of the Company of its properties and assets of the Applicable Issuer or the Guarantor substantially as an entirety to any Person in accordance with Section 8.110.01 or 10.02, the successor corporation Person formed by such consolidation or into which the Company Applicable Issuer or the Guarantor is merged or to which such conveyance, conveyance or transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer or the Company Guarantor, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Company Issuer or the Guarantor herein; and in . In the event of any such conveyanceconveyance or transfer, transfer the Applicable Issuer or lease the Company Guarantor, as the case may be, as the predecessor corporation shall be discharged from relieved of all obligations and covenants under this Indenture, the Indenture and Securities, the Guaranteed Securities and/or the Guarantee, as the case may be, and may be dissolved dissolved, wound up and liquidatedliquidated at any time thereafter. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of such Issuer or Guarantor, as the Companycase may be, any or all of Securities of any Series issuable and, in the Securities issuable case of Guaranteed Securities, the Guarantee endorsed thereon, hereunder which theretofore shall not have been signed by the Company such Issuer or Guarantor, and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued and Guarantees endorsed thereon shall in all respects have the same legal rank and benefit under this Indenture as the Securities and Guarantees theretofore or thereafter issued or endorsed in accordance with the terms of this Indenture as though all of such Securities and Guarantees had been issued issued, or endorsed at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.