Common use of Successor Corporation to Be Substituted Clause in Contracts

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 Issuer, such successor Person shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation any or all of the Securities, issuable hereunder that theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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 to Be Substituted. In case of any such consolidation, merger, sale, conveyance lease, exchange or lease other disposition and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premiuminterest, if any, and interest 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 Issuer, such successor Person corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the party of this the first part, and the Issuer (including any intervening successor to the Issuer which shall have become the obligor hereunder) shall be relieved of any further obligation under this Indenture and the Securities; provided, however, that in the case of a lease of the property and assets of the Issuer (including any such intervening successor), the Issuer (including any such intervening successor) shall continue to be liable on its obligations under this Indenture and the Securities to the extent, but only to the extent, of liability to pay the principal of and interest, if any, on the Securities at the time, places and rate prescribed in this Indenture and the Securities. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation the Issuer, any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, exchange or other disposition such changes in phraseology and form (but not in substance) may be made in the Securities Securities, thereafter to be issued issued, as may be appropriate.

Successor Corporation to Be Substituted. In case of any such amalgamation, consolidation, merger, saleconveyance, conveyance transfer or lease and upon the assumption by the successor PersonSuccessor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of (including any Fundamental Change Purchase Price), accrued and premiumunpaid interest and accrued and unpaid Supplementary Interest, if any, and interest on all of the Securities, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany under this Indenture, such successor Person Successor Company shall succeed to and be substituted for for, and may exercise every right and power of, the IssuerCompany under this Indenture, with the same effect as if it had been named herein as the party of this the first part. Such successor Person Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation the Company any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that such successor Person Successor Company thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such amalgamation, consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), the Person named as the "Issuer" “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such amalgamation, consolidation, merger, saleconveyance, conveyance transfer 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 to Be Substituted. In case of any such consolidation, merger, sale, conveyance conveyance, transfer or lease other disposition and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of, in the case of the Company, the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities or, in the case of the Guarantor, the performance of all obligations under the Guarantees, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the IssuerCompany or the Guarantor, as the case may be, such successor Person corporation shall succeed to and be substituted for the IssuerCompany or the Guarantor, as the case may be, with the same effect as if it had been named herein as the party Company or the Guarantor, as the case may be, and thereupon the predecessor corporation shall be relieved of this first partany further liability or obligation hereunder or upon the Securities. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Countrywide Home Loans, Inc. or Countrywide Credit Industries, Inc., any or all of the SecuritiesDebt Securities or Guaranties, respectively, issuable hereunder that which theretofore shall not have been signed by the Issuer Company or the Guarantor and delivered to the TrusteeTrustee or the Authenticating Agent; and, upon the order of such successor Person corporation instead of the Issuer Company or the Guarantor, as the case may be, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall have been signed and delivered by the officers of the Issuer Company or the Guarantor, as the case may be, to the Trustee or the Authenticating Agent for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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 to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 Issuer, such successor Person shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation First Responder Systems and Technology Inc. any or all of the Securities, issuable hereunder that theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "“Issuer" ” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 10 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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 to Be Substituted. In case of any such consolidation, merger, sale, conveyance (other than by way of lease), transfer or lease other disposition, and upon the any such assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 Issuercorporation, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party Company, and the Company shall be relieved of any further obligation under this first partSubordinated Debt Indenture and under the Outstanding Securities and Coupons, if any. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation General Electric Capital Corporation, any or all of the Securities, Securities issuable hereunder that together with any Coupons appertaining thereto which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Subordinated Debt Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Subordinated Debt Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Subordinated Debt Indenture as though all of such Securities and Coupons appertaining thereto had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance conveyance, transfer or leaseother 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA International Shipholding Corporation any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Notes which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, sale or conveyance or (but not in the event of such lease), the Person person named as the "IssuerCompany" in the first paragraph of this Indenture Indenture, or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 XII and which shall have transferred its rights and obligations hereunder to another successor in the manner prescribed in this Article XII, may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease referred to in Section 11.01 and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first parta party. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Sundstrand Corporation any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that the 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 the event of any such consolidationsale or conveyance, merger, sale, conveyance or but not any such lease, the Person named as the "Issuer" in the first paragraph of this Indenture Company or any successor that corporation which shall thereafter theretofore previously have become such in the manner prescribed described in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person Eleven shall be released discharged from its liabilities as obligor all obligations and maker of covenants under this Indenture and the Securities and from its obligations under this Indenturemay be dissolved and liquidated. In case of any such consolidation, merger, sale, conveyance or leaselease referred to in Section 11.01, 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 to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Kulicke and Xxxxx Industries, Inc. any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Telxon Corporation any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Notes which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 -62- 63 terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 XII may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance conveyance, transfer or lease and upon the assumption by the successor Persona Successor Subsidiary Guarantor, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of its guarantee of the due and punctual payment of the principal of and premium, if any, accrued and unpaid interest on all of the Securities Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Issuersuch Subsidiary Guarantor, such successor Person Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall succeed to and, except in the case of a lease of all or substantially all of such Subsidiary Guarantor’s properties and assets, shall be substituted for the Issuersuch Subsidiary Guarantor, with the same effect as if it had been named herein as the party of this the first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation any or all of the Securities, issuable hereunder that theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ‎Section 13.04 the Person named as the "Issuer" “Subsidiary Guarantor” in the first paragraph definition of this Indenture such term in ‎Section 1.01 (or any successor that shall thereafter have become such in the manner prescribed in this Article 9 ‎Section 13.04) may be dissolved, wound up and liquidated at any time thereafter and and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this IndentureIndenture and the Notes. In case of any such consolidation, merger, sale, conveyance conveyance, transfer or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Omnicom Group Inc. any or all of the Securities, Debentures issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Debentures which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Debentures which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 XII may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation the Company any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order Company Order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Notes which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, sale or conveyance or (but not in the event of any such lease), the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 XI may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any --------------------------------------- such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Zenith Electronics Corporation any or all of the Securities, Debentures issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that Debentures which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Debentures which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 the event of any such consolidation, merger, sale, conveyance or leaselease (other than any such sale, conveyance or lease by the Company to a Subsidiary), the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 Eleven may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of --------------------------------------- any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Semtech Corporation any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Xxxxxxx Homes, Inc. any or all of the Securities, Debentures issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that Debentures which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Debentures which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Burr-Xxxxx Xxxporation any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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 to Be Substituted. In case of any such consolidation, merger, sale, sale or conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part, and the Company shall thereupon be relieved of any further obligation or liabilities hereunder or upon the Securities, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation any or Ingersoll-Rand Xxxxxxx xxx xx all of the Securities, Securities of any series issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver Securities of any Securities that series which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation any or all of the Securities, Debentures issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that Debentures which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Debentures which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 Eleven may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, sale or conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of (and premium, if any) and interest, 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 IssuerCorporation, such successor Person corporation shall succeed to and be substituted for the IssuerCorporation, with the same effect as if it had been named herein as the party of this first partCorporation. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Constellation Energy Group, Inc. any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer Corporation and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall have been signed and delivered by the officers of the Issuer Corporation to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of a particular series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series 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 Nothing contained in this Indenture or in any of the event Securities shall prevent the Corporation from merging into itself any other corporation (whether or not affiliated with the Corporation) or acquiring by purchase or otherwise all or any part of the property of any other corporation (whether or not affiliated with the Corporation), provided that, immediately after such consolidation, merger, sale, conveyance merger or leaseacquisition, the Person named as the "Issuer" Corporation shall not be in Default in the first paragraph performance or observance of any of the terms, covenants and conditions of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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 appropriatekept or performed by it.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest Liquidated Damages on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Sepracor Inc. any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Notes which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "Issuer" “Company” in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 XII may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of --------------------------------------- any such consolidation, merger, sale, conveyance (other than by way of lease), transfer or lease other disposition, and upon the any such assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 Issuercorporation, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party Company, and the Company shall be relieved of any further obligation under this first partThird Amended and Restated Indenture and under the Outstanding Securities and Coupons, if any. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation General Electric Capital Corporation, any or all of the Securities, Securities issuable hereunder that together with any Coupons appertaining thereto which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Third Amended and Restated Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Third Amended and Restated Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Third Amended and Restated Indenture as though all of such Securities and Coupons appertaining thereto had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance conveyance, transfer or leaseother 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA International Rectifier Corporation any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such amalgamation, consolidation, merger, conveyance, sale, conveyance transfer or lease and upon the assumption by the successor PersonSuccessor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of (including any Fundamental Change Purchase Price), accrued and premiumunpaid interest and accrued and unpaid Supplementary Interest, if any, and interest on all of the Securities, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany under this Indenture, such successor Person Successor Company shall succeed to and be substituted for for, and may exercise every right and power of, the IssuerCompany under this Indenture, with the same effect as if it had been named herein as the party of this the first part. Such successor Person Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation the Company any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that such successor Person Successor Company thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such amalgamation, consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), the Person named as the "Issuer" “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such amalgamation, consolidation, merger, saleconveyance, conveyance transfer 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 to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA National Semiconductor Corporation any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Notes which previously shall have been signed and delivered by the officers theofficers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 ofthe execution hereof. In the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 XII may be dissolved, wound up and liquidated at any time thereafter and such Person suchperson shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Mentor Graphics Corporation any or all of the SecuritiesDebentures, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Debentures that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Debentures that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 12 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form foam (but not in substance) may be made in the Securities Debentures thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance lease, exchange or lease other disposition and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premiuminterest, if any, and interest 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 Issuer, such successor Person corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the party of this the first part, and the Issuer (including any intervening successor to the Issuer which shall have become the obligor hereunder) shall be relieved of any further obligation under this Indenture and the Securities; provided, however, that in the case of a lease of the property and assets of the Issuer (including any such intervening successor), the Issuer (including any such intervening successor) shall continue to be liable on its obligations under this Indenture and the Securities to the extent, but only to the extent, of liability to pay the principal of and interest, if any, on the Securities at the time, places and rate prescribed in this Indenture and the Securities. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation the Issuer, any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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.accordance

Successor Corporation to Be Substituted. In case of any such --------------------------------------- consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation ViroPharma Incorporated any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, sale or conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of (and premium, if any) and interest, 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 IssuerCorporation, such successor Person corporation shall succeed to and be substituted for the IssuerCorporation, with the same effect as if it had been named herein as the party of this first partCorporation. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Constellation Energy Group, Inc. any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer Corporation and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall have been signed and delivered by the officers of the Issuer Corporation to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of a particular series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series 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 Nothing contained in this Indenture or in any of the event Securities shall prevent the Corporation from merging into itself any other corporation (whether or not affiliated with the Corporation) or acquiring by purchase or otherwise all or any part of the property of any other corporation (whether or not affiliated with the Corporation), provided that, immediately after such consolidation, merger, sale, conveyance merger or leaseacquisition, the Person named as the "Issuer" Corporation shall not be in default in the first paragraph performance or observance of any of the terms, covenants and conditions of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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 appropriatekept or performed by it.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance conveyance, transfer or lease other disposition and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of, in the case of the Company, the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities or, in the case of the Guarantor, the performance of all obligations under the Guarantees, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the IssuerCompany or the Guarantor, as the case may be, such successor Person corporation shall succeed to and be substituted for the IssuerCompany or the Guarantor, as the case may be, with the same effect as if it had been named herein as the party Company or the Guarantor, as the case may be, and thereupon the predecessor corporation shall be relieved of this first partany further liability or obligation hereunder or upon the Securities. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Countrywide Home Loans, Inc. or Countrywide Credit Industries, Inc., any or all of the SecuritiesSecurities or Guarantees, respectively, issuable hereunder that which theretofore shall not have been signed by the Issuer Company or the Guarantor and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company or the 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, or cause to be authenticated and delivered, deliver any Securities that which previously shall have been signed and delivered by the officers of the Issuer Company or the Guarantor, as the case may be, to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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 to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part, and (except in the event of a conveyance by way of lease) the predecessor corporation shall be relieved of any further obligation under this Indenture and the Securities. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Cincinnati Financial Corporation any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, sale or conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part, and the Company shall thereupon be relieved of any further obligation or liabilities hereunder or upon the Securities, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation any Ingersoll-Rxxx Xxxxxxx xxy or all of the Securities, Securities of any series issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver Securities of any Securities that series which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Cray Research, Inc. any or all of the Securities, Debentures issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that Debentures which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Debentures which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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.

Successor Corporation to Be Substituted. In case of any such --------------------------------------- consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Riverstone Networks, Inc. any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease referred to in Section 11.01 and upon the assumption by the successor Personcorporation or entity, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 IssuerCompany, such successor Person corporation or entity shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first parta party. Such successor Person corporation or entity thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Hussmann International, Inc. any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; , and, upon the order of such successor Person corporation or entity instead of the Issuer Company and subject to all the terms, conditions and or limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall should have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that which such successor Person corporation or entity thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidationsale or conveyance, merger, sale, conveyance or but not any such lease, the Person named as the "Issuer" in the first paragraph of this Indenture Company or any successor that corporation or entity which shall thereafter theretofore have become such in the manner prescribed described in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person Eleven shall be released discharged from its liabilities as obligor all obligations and maker of covenants under this Indenture and the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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 appropriatedissolved and liquidated.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Lattice Semiconductor Corporation any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities liabilites as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Zenith Electronics Corporation any or all of the Securities, Debentures issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that Debentures which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Debentures which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 the event of any such consolidation, merger, sale, conveyance or leaselease (other than any such sale, conveyance or lease by the Company to a Subsidiary), the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 Eleven may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Conexant Systems, Inc. any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest Liquidated Damages on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Sepracor Inc. any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Notes which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "Issuer" “Company” in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 12 may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, sale or conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of (and premium, if any) and interest, 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 IssuerCorporation, such successor Person corporation shall succeed to and be substituted for the IssuerCorporation, with the same effect as if it had been named herein as the party of this first partCorporation. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Baltimore Gas and Electric Company any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer Corporation and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall have been signed and delivered by the officers of the Issuer Corporation to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of a particular series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series 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 Nothing contained in this Indenture or in any of the event Securities shall prevent the Corporation from merging into itself any other corporation (whether or not affiliated with the Corporation) or acquiring by purchase or otherwise all or any part of the property of any other corporation (whether or not affiliated with the Corporation), provided that, immediately after such consolidation, merger, sale, conveyance merger or leaseacquisition, the Person named as the "Issuer" Corporation shall not be in default in the first paragraph performance or observance of any of the terms, covenants and conditions of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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 appropriatekept or performed by it.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, sale or conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part, and the Company shall thereupon be relieved of any further obligation or liabilities hereunder or upon the Securities, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Xxxxxxxxx-Xxxx Company any or all of the Securities, Securities of any series issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver Securities of any Securities that series which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease referred to in Section 11.01 and upon the assumption by the successor Personcorporation or entity, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 IssuerCompany, such successor Person corporation or entity shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first parta party. Such successor Person corporation or entity thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Corn Products International, Inc. any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; , and, upon the order of such successor Person corporation or entity instead of the Issuer Company and subject to all the terms, conditions and or limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall should have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that which such successor Person corporation or entity thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidationsale or conveyance, merger, sale, conveyance or but not any such lease, the Person named as the "Issuer" in the first paragraph of this Indenture Company or any successor that corporation or entity which shall thereafter theretofore have become such in the manner prescribed described in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person Eleven shall be released discharged from its liabilities as obligor all obligations and maker of covenants under this Indenture and the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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 appropriatedissolved and liquidated.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Iomega Corporation any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Notes which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 XII may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance (other than by way of lease), transfer or lease other disposition, and upon the any such assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 Issuercorporation, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party Company, and the Company shall be relieved of any further obligation under this first partIndenture and under the Outstanding Debt Securities and Coupons, if any. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation General Electric Capital Corporation, any or all of the Securities, Debt Securities issuable hereunder that together with any Coupons appertaining thereto which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Debt Securities that together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Debt Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt 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 Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities and Coupons appertaining thereto had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance conveyance, transfer or leaseother disposition, such changes in phraseology and form (but not in substance) may be made in the Debt Securities and Coupons thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease referred to in Section 11.01 and upon the assumption by the successor Personcorporation or entity, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 IssuerCompany, such successor Person corporation or entity shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein here in as the party of this first parta party. Such successor Person corporation or entity thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Xxxxxxx Corporation any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; : and, upon the order of such successor Person corporation or entity instead of the Issuer Company and subject to all the terms, conditions and or limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall should have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that which such successor Person corporation or entity thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidationsale or conveyance, merger, sale, conveyance or but not any such lease, the Person named as the "Issuer" in the first paragraph of this Indenture Company or any successor that corporation or entity which shall thereafter theretofore have become such in the manner prescribed described in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person Eleven shall be released discharged from its liabilities as obligor all obligations and maker of covenants under this Indenture and the Securities and from its obligations under this Indenturemay be dissolved and liquidated. In case of any such consolidation, merger, sale, conveyance or leaselease referred to in Section 11.01, 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 to Be Substituted. In case of any --------------------------------------- such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Park Electrochemical Corp. any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Notes which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 XII may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Getty Images, Inc. any or all of the SecuritiesNotes, 57 155 issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Brocade Communications Systems, Inc. any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price and premiuminterest, if any, and interest on in respect of all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Chiron Corporation any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that Notes which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such --------------------------------------- consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first partsuch. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation the Company any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; Trustee and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, sale or conveyance or (but not in the event of any such lease), the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person XII shall be released from ----------- its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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 to Be Substituted. In case of any such consolidation, merger, sale, sale or conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of (and premium, if any) and interest, 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 IssuerCorporation, such successor Person corporation shall succeed to and be substituted for the IssuerCorporation, with the same effect as if it had been named herein as the party of this first partCorporation. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Constellation Energy Corporation any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer Corporation and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall have been signed and delivered by the officers of the Issuer Corporation to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of a particular series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series 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 Nothing contained in this Indenture or in any of the event Securities shall prevent the Corporation from merging into itself any other corporation (whether or not affiliated with the Corporation) or acquiring by purchase or otherwise all or any part of the property of any other corporation (whether or not affiliated with the Corporation), provided that, immediately after such consolidation, merger, sale, conveyance merger or leaseacquisition, the Person named as the "Issuer" Corporation shall not be in default in the first paragraph performance or observance of any of the terms, covenants and conditions of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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 appropriatekept or performed by it.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease referenced in Section 12.1 and upon the assumption by the any successor Personcorporation, by supplemental indentureindenture required by Section 12.1, 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 on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first partsuch. Such successor Person corporation thereupon may cause to be signed, signed and may issue either in its own name or in the name of NVIDIA Corporation Xxxxxxxxx Industries, Inc. any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; Trustee and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Notes which previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, sale or conveyance or (but not in the event of any such lease), the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person XII shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, salesale or conveyance, other than a conveyance or lease by way of lease, and upon the any such assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 Issuercorporation, such successor Person corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the party of this first partIssuer, and the Issuer shall thereupon be released from all obligations hereunder and under the Securities together with any Coupons appertaining thereto and the Issuer as the predecessor corporation may thereupon or at any time thereafter be dissolved wound up or liquidated. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation J. P. Xxxxxx & Xo. Incorporated any or all of the Securities, Securities issuable hereunder that together with any Coupons appertaining thereto which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities that together with any Coupons appertaining thereto which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. 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 to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, signed and may issue either in its own name or in the name of NVIDIA Corporation any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premiuminterest, if any, and interest 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 IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part, and the Company (including any intervening successor to the Company which shall have become the obligor hereunder) shall be relieved of any further obligation under this Indenture and the Securities; provided, however, that in the case of a sale, lease or conveyance of the property of the Company (including any such intervening successor) in connection with which there is not a plan providing for the complete liquidation of the Company (including any such intervening successor), the Company (including any such intervening successor) shall continue to be liable on (i) its obligations under this Indenture and the Securities to the extent of liability to pay the principal of and interest, if any, on the Securities at the time, places and rate prescribed in this Indenture and the Securities and (ii) obligations the Company may have under a supplemental indenture pursuant to Section 4.05. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation the Company, any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenturethereof. In case of any such consolidation, merger, sale, conveyance or lease, lease such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued issued, as may be appropriate.. ARTICLE IX SUPPLEMENTAL INDENTURES SECTION 9.01

Successor Corporation to Be Substituted. In case of any such consolidation, merger, 84 93 sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Conexant Systems, Inc. any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, salesale or conveyance, other than a conveyance or lease by way of lease, and upon the any such assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 Issuercorporation, such successor Person corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the party of this first partIssuer, and the Issuer shall thereupon be released from all obligations hereunder and under the Securities together with any Coupons appertaining thereto and the Issuer as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation J. P. Morgan & Co. Incorporated any or all of the Securities, issuable hereunder that Securities issuabxx xxxxxxxxx together with any Coupons appertaining thereto which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities that together with any Coupons appertaining thereto which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. 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 to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Iomega Corporation any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Notes which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, sale or conveyance or (but not in the event of such lease), the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 XII may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and in accordance with Section 12.1 hereof, and, where required in accordance with Section 12.1(a) hereof upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation the Company any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Notes which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 12 may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation ImClone Systems Incorporated any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, salesale or conveyance, other than a conveyance or lease by way of lease, and upon the any such assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 Issuercorporation, such successor Person corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the party of this first partIssuer, and the Issuer shall thereupon be released from all obligations hereunder and under the Securities together with any Coupons appertaining thereto and the Issuer as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation J. P. Xxxxxx & Xo. Incorporated any or all of the Securities, Securities issuable hereunder that together with any Coupons appertaining thereto which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities that together with any Coupons appertaining thereto which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. 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 to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Conexant Systems, Inc. any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall 96 106 be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidationconsolidation with, mergermerger into, or sale, conveyance or lease to another corporation in accordance with Section 11.1 and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee each Debenture holder and satisfactory in form to the Trusteeholders of not less than a majority in aggregate principal amount of the Debentures then outstanding, of the due and punctual payment of the principal of of, and premium, if any, and interest on on, all of the Securities Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation SONICblue Incorporated any or all of the Securities, Debentures issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trusteeeach Debenture holder; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee Company shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that Debentures which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, Debenture holder and any Securities that Debentures which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee Debenture holder for that purpose. 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 XI may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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.

Successor Corporation to Be Substituted. In case of any such --------------------------------------- consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA At Home Corporation any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 Twelve may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Alkermes, Inc. any or all of the Securities, Debentures issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Debentures which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Debentures which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 the event of any such consolidation, merger, sale, sale or conveyance or (but not in the event of such lease), the Person person named as the "IssuerCompany" in the first paragraph of this Indenture Indenture, or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 XII and which shall have transferred its rights and obligations hereunder to another successor in the manner prescribed in this Article XII, may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest (including Liquidated Damages, if any) on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation CKE Restaurants, Inc. any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Notes which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 XII may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance lease, exchange or lease other disposition and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premiuminterest, if any, and interest 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 Issuer, such successor Person corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the party of this the first part, and the Issuer (including any intervening successor to the Issuer which shall have become the obligor hereunder) shall be relieved of any further obligation under this Indenture and the Securities; provided, however, that in the case of a lease of the property and assets of the Issuer (including any such intervening successor), the Issuer (including any such intervening successor) shall continue to be liable on its obligations under this Indenture and the Securities to the extent, but only to the extent, of liability to pay the principal of and interest, if any, on the Securities at the time, places and rate prescribed in this Indenture and the Securities. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation the Issuer, any or and all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, exchange or other disposition such changes in phraseology and form (but not in substance) may be made in the Securities Securities, thereafter to be issued issued, as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Axcelis Technologies, Inc. any or all of the SecuritiesNotes, issuable hereunder that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities Notes that such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person corporation named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 12 may be -- dissolved, wound up and liquidated at any time thereafter and such Person corporation shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance lease, exchange or lease other disposition and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premiuminterest, if any, and interest 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 Issuer, such successor Person corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the party of the fast part, and the Issuer (including any intervening successor to the Issuer which shall have become the obligor hereunder) shall be relieved of any further obligation under this first partIndenture and the Securities; provided however, that in the case of a lease of the property and assets of the Issuer (including any such intervening successor), the Issuer (including any such intervening successor) shall continue to be liable on its obligations under this Indenture and the Securities to the extent, but only to the extent, of liability to pay the principal of and interest, if any, on the Securities at the time, places and rate prescribed in this Indenture and the Securities. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation the Issuer, any or all of the Securities, issuable Securities Issuable hereunder that which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer and subject subject, to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, exchange or other disposition such changes in phraseology and form (but not in substance) may be made in the Securities Securities, thereafter to be issued issued, as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, accrued and interest unpaid interest, including Contingent Interest, if any, and accrued and unpaid Liquidated Damages, if any, on all of the Securities Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation BlackRock, Inc. any or all of the Securities, Debentures issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Debentures which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Debentures which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "Issuer" “Company” in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 12 may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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.

Successor Corporation to Be Substituted. Securities --------------------------------------------------- to be Secured in Certain Events. ------------------------------- In the case of any such consolidation, merger, sale, sale or conveyance of or lease by the Company referred to in Section 10.01 and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities and Coupons and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part, and in the event of any such sale or conveyance, the Company (which term shall for this purpose mean the corporation named as the "Company" in the first paragraph of this Indenture or any successor corporation which shall theretofore become such in the manner described in Section 10.01) shall be discharged from all obligations and covenants under this Indenture and the Debt Securities and Coupons 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 NVIDIA Corporation Sunoco, Inc. any or all of the Securities, Debt Securities and Coupons issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated deliver any Debt Securities and delivered, any Securities that Coupons which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Debt Securities that and Coupons which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities and Coupons of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities and Coupons of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities and Coupons had been issued at the date of the execution hereof. In the event case of any consolidation or merger of the Company with or into any other corporation, or upon any sale or conveyance of all or substantially all the property of the Company to any other corporation, any of the property of the Company or any Subsidiary would thereupon become subject to any mortgage, lien or pledge which would not otherwise be permitted by this Indenture without making effective provision for securing the Outstanding Debt Securities of any series, the Company prior to or simultaneously with such consolidation, merger, salesale or conveyance, conveyance or lease, will secure such series of Outstanding Debt Securities equally and ratably with any other obligations of the Person named as the "Issuer" in the first paragraph of this Indenture Company or any successor that shall thereafter have become Subsidiary then entitled thereto, by a direct lien on such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at property prior to all liens other than any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenturetheretofore existing thereon. 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 Debt Securities and Coupons thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, consolidation or merger or any sale, conveyance or lease of all or substantially all of the property of the Issuer and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premiuminterest, if any, and interest 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 Issuer, such successor Person corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the party of this the first part, and the Issuer (including any intervening successor to the Issuer which shall have become the obligor hereunder) shall be relieved of any further obligation under this Indenture and the Securities; provided, however, that in the case of a sale, lease, exchange or other disposition of the property and assets of the Issuer (including any such intervening successor), the Issuer (including any such intervening successor) shall continue to be liable on its obligations under this Indenture and the Securities to the extent, but only to the extent, of liability to pay the principal of and interest, if any, on the Securities at the time, places and rate prescribed in this Indenture and the Securities. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation the Issuer, any or all of the Securities, Securities issuable hereunder that which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Securities that which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities that which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, consolidation or merger or any sale, conveyance lease, exchange or leaseother disposition of all or substantially all of the property and assets of the Issuer, such changes in phraseology and form (but not in substance) may be made in the Securities Securities, thereafter to be issued issued, as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this the first part. Such successor Person corporation thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation Sepracor Inc. any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Notes which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 XII may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, accrued and unpaid interest on all of the Securities Notes, the due and punctual conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person shall succeed to and be substituted for the IssuerCompany and 63 the Company shall be released from those obligations, with the same effect as if it had been named herein as the party of this the first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation LifePoint Hospitals, Inc. any or all of the Securities, Notes issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Notes which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities that Notes which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person person named as the "Issuer" “Company” in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 12 may be dissolved, wound up and liquidated at any time thereafter and such Person person shall be released from its liabilities as obligor and maker of the Securities Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease referenced in Section 12.1 and upon the assumption by the any successor Personcorporation, by supplemental indentureindenture required by Section 12.1, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premiumPrincipal Amount at the Final Maturity Date, if anyIssue Price, and interest Purchase Price, Change in Control Purchase Price, Redemption Price on all of the Securities any Debenture and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, such successor Person corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein as the party of this first partsuch. Such successor Person corporation thereupon may cause to be signed, signed and may issue either in its own name or in the name of NVIDIA Corporation Whole Foods Market, Inc. any or all of the Securities, Debentures issuable hereunder that which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; Trustee and, upon the order of such successor Person corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that Debentures which previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities that Debentures which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 the event of any such consolidation, merger, sale, sale or conveyance or (but not in the event of any such lease), the Person named as the "IssuerCompany" in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person XII shall be released from its liabilities as obligor and maker of the Securities Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, 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.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, salesale or conveyance, conveyance or lease and upon the any such assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest 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 Issuercorporation, such successor Person corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the party of this first partIssuer. Such successor Person thereupon corporation may cause to be signed, and may issue either in its own name or in the name of NVIDIA Corporation X.X. Xxxxxx Xxxxx & Co. any or all of the SecuritiesSecurities issuable hereunder, issuable hereunder that together with any Coupons appertaining thereto, which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliverdeliver any Securities, or cause to be authenticated and deliveredtogether with any Coupons appertaining thereto, any Securities that which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities that Securities, together with any Coupons appertaining thereto, which such successor Person corporation thereafter shall cause to be signed and delivered to the Trustee for that 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 the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Issuer" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. 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. In the event of any such sale or conveyance 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.