Common use of Successor Entity Substituted Clause in Contracts

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person in accordance with Section 5.1, then if such transaction involves the Company, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving 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 any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. Upon any consolidation consolidation, amalgamation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to any Person of the Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01(a), the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to Successor Company (if other than the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and may exercise every right the Notes, and power ofin such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Issuer or such Guarantor under this Indenture with will not be released from the same effect as obligations to pay the principal of, interest, if such Surviving Person had been named as the Issuer or had been a Guarantor hereinany, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under on the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, Upon any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving 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 any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyancelease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuer in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, and be substituted for, the Co-Issuer under this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Co-Issuer will not be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such changes Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in phraseology such event such Note Guarantor will automatically be released and form may be made discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the Notes thereafter to case of a lease of all or substantially all of its assets, the Note Guarantor will not be issued as may be appropriatereleased from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation consolidation, merger, amalgamation, or merger winding up, in each case including by the Issuer, the Company or any other Guarantor with or into any other Personway of an arrangement, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to of the Issuer or any Person Subsidiary Guarantor in accordance with Section 5.1, then if such transaction involves the Company5.01, the Surviving successor Person shall expressly assume in a supplemental indenture in a form satisfactory formed by such consolidation or into or with which the Issuer or any Subsidiary Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of, of the Issuer or such Guarantor Subsidiary Guarantor, as applicable, under this Indenture and the Notes (and any Note Guarantees) with the same effect as if such Surviving successor Person had been named as the Issuer or had been such Subsidiary Guarantor, as applicable, herein; provided that, in the case of a Guarantor hereinlease of all or substantially all its assets, the Issuer shall not be released from the obligation to pay the principal of and interest on the Notes, and thereafter the Issuer or such a Subsidiary Guarantor shall not be discharged released from all its obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving 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 any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriateNote Guarantee.

Successor Entity Substituted. Upon any consolidation consolidation, amalgamation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to any Person of the Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01(a), the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to Successor Company (if other than the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and may exercise every right the Notes, and power ofin such event the Issuer will automatically be released and discharged from its obligations under this Indenture, the Notes, the Collateral Documents and the Intercreditor Agreements, but in the case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligations to pay the principal of, interest, if any, on the Notes or such Guarantor under this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and any obligation under the NotesCollateral Documents and the Intercreditor Agreements. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, Upon any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving 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 any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance, lease, conveyance or other disposition of all or substantially all of the assets of Intermediate Holdings or a Note Guarantor in accordance with Section 5.01(b), the Successor Note Guarantor (if other than Intermediate Holdings or such changes in phraseology Note Guarantor) will succeed to, and form may be made substituted for, Intermediate Holdings or such Note Guarantor under this Indenture and Intermediate Holdings or such Not Guarantor’s applicable Intermediate Holdings Guarantee or Note Guarantee, and Intermediate Holdings or such Note Guarantor will automatically be released and discharged from its obligations under this Indenture, Intermediate Holdings Guarantee or applicable Note Guarantee, the Collateral Documents and the Intercreditor Agreements, but in the Notes thereafter to case of a lease of all or substantially all of its assets, Intermediate Holdings and the Note Guarantor will not be issued released from its obligations under the Intermediate Holdings Guarantee or Note Guarantee, as may be appropriateapplicable, the Collateral Documents and the Intercreditor Agreements.

Successor Entity Substituted. Upon any consolidation consolidation, amalgamation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to any Person of the Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01(a), the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to Successor Company (if other than the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall Issuer) will succeed to, and be substituted for, the Issuer under this Indenture, the Notes, the Collateral Documents and may exercise every right the Intercreditor Agreement, and power ofin such event the Issuer will automatically be released and discharged from its obligations under this Indenture, the Notes, the Collateral Documents and the Intercreditor Agreement but in the case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligations to pay the principal of, interest, if any, on the Notes or such Guarantor under this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and any obligation under the NotesCollateral Documents and the Intercreditor Agreement. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, Upon any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving 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 any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyancelease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuer in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, and be substituted for, the Co-Issuer under this Indenture, the Notes and the Intercreditor Agreement, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture, the Notes and the Intercreditor Agreement, but in the case of a lease of all or substantially all of its assets, the Co-Issuer will not be released from the obligations to pay the principal of and interest on the Note or from any obligation under the Intercreditor Agreement. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of Intermediate Holdings or a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than Intermediate Holdings or such changes Note Guarantor) will succeed to, and be substituted for, Intermediate Holdings or such Note Guarantor, under this Indenture, and the Intermediate Holdings Guarantee or such Note Guarantor’s Note Guarantee, the Collateral Documents and the Intercreditor Agreement, and in phraseology such event Intermediate Holdings or such Note Guarantor will automatically be released and form may be made discharged from its obligations under this Indenture, and the Intermediate Holdings Guarantee or such Note Guarantor’s Note Guarantee, the Collateral Documents and the Intercreditor Agreement, but in the Notes thereafter to case of a lease of all or substantially all of its assets, Intermediate Holdings and the Note Guarantor will not be issued released from its obligations under its Intermediate Holdings Guarantee or its Note Guarantee, as may be appropriateapplicable, or any obligation under the Collateral Documents and the Intercreditor Agreement.

Successor Entity Substituted. Upon (a) Except as provided in Section 10.06 and 11.05(a)(3), upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to any Person of the Issuer or a Guarantor in accordance with Section 5.1, then if such transaction involves the Company5.01, the Surviving Person shall expressly assume in Issuer and a supplemental indenture in a form satisfactory to Guarantor, as the Trusteecase may be, all of the will be released from its obligations of the Company under the this Indenture and in any its Guarantee, as the case may be, and the successor Person (the “Successor Person”), formed by such case consolidation or into or with which the Surviving Person Issuer or a Guarantor, as applicable, is merged or wound up or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, winding up, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer or such Guarantor, as applicable), and may exercise every right and power of, of the Issuer or such Guarantor Guarantor, as applicable, under this Indenture Indenture, the Notes and Guarantee, as applicable, with the same effect as if such Surviving Successor Person had been named as the Issuer or had been a Guarantor hereinsuch Guarantor, as applicable, herein or therein; provided that (1) subject to clause (2) below, the predecessor Issuer shall not be relieved from the obligation to pay the principal, premium, if any, and thereafter interest on the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or Notes except in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving 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 any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, merger, a sale, assignment, transfer, conveyance, lease, conveyance or other disposition such changes in phraseology of all of the Issuer’s assets that meets the requirements of Section 5.01 and form may be made (2) in the case of a lease of all or substantially all its assets, the Issuer will not be released from the obligation to pay the principal, premium, if any, and interest on the Notes thereafter to and a Guarantor will not be issued as may be appropriatereleased from its obligations under its Guarantee.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to of the Issuers or any Person Subsidiary Guarantor in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all successor entity formed by such consolidation or into or with which one of the obligations of the Company under the Indenture and in Issuers or any Subsidiary Guarantor is merged or to which such case the Surviving Person sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Partnership,” “Capital” or the applicable “Subsidiary Guarantor,” as the case may be, shall refer instead to the successor entity and not to the Partnership, Capital or such Subsidiary Guarantor, as the case may be), and may exercise every right and power of, the of an Issuer or such Subsidiary Guarantor under this Indenture with the same effect as if such Surviving successor Person had been named as the an Issuer or had been a Guarantor Subsidiary Guarantor, as applicable, herein; provided, and thereafter however, that the Issuer surviving entity or such Guarantor acquiring entity shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issueri) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or assume all of the Notes issuable hereunder which theretofore shall not obligations of the acquired Person incurred under this Indenture, the Notes, and, if applicable, the Collateral Documents, (ii) acquire and own and operate, directly or through Subsidiaries, all or substantially all of the properties and assets then constituting the assets of the Partnership or the applicable Subsidiary Guarantor, as the case may be, (iii) have been signed by issued, or have a consolidated Subsidiary which has been issued, Gaming Licenses to operate the Issuer acquired casino operations and delivered entities substantially in the manner and scope operated prior to such transaction, which Gaming Licenses are in full force and effect, and (iv) be in compliance fully with Section 5.01 hereof and (v) the Trustee; and, upon Issuers or the order of such Surviving 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 any Notes which previously applicable Subsidiary Guarantor shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for an Officers’ Certificate and Opinion of Counsel, subject to customary assumptions and exclusions, stating that the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under proposed transaction complies with this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriateIndenture.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, conveyance or other disposition (including by way of Division) of all or substantially all of the Issuerassets of the Company in accordance with Section 5.01, the Company shall be released from its obligations under this Indenture, the Intercreditor Agreement and the Collateral Documents and the Successor Company formed by such consolidation or any into or with which the Company is merged or to which such sale, assignment, transfer, conveyance or other Guarantor disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, conveyance or other disposition, the provisions of this Indenture, the Intercreditor Agreement and the Collateral Documents referring to the Company shall refer instead to the Successor Company and not to the Company), and may exercise every right and power of, the Company under this Indenture, the Intercreditor Agreement and the Collateral Documents with the same effect as if such Successor Company had been named as the Company herein and therein; provided that, in one the case of a lease of all or more transactions, of substantially all of its properties and assets, the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes. Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition (including by way of Division) of all or substantially all of the assets as an entirety to any Person of a Subsidiary Guarantor in accordance with Section 5.15.01, then if such transaction involves the CompanySubsidiary Guarantor shall be released from its obligations under this Indenture, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to Intercreditor Agreement, the Trustee, all of Collateral Documents and the obligations of Subsidiary Guarantee and the Company under the Indenture and in any such case the Surviving Person Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture with Indenture, the same effect as if Intercreditor Agreement, the Collateral Documents and the Subsidiary Guarantee; provided that, in the case of a lease of all or substantially all of its properties and assets, such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Subsidiary Guarantor shall not be discharged released from all its obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving 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 any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriateSubsidiary Guarantee.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to of the Partnership or any Person Guarantor in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory successor entity formed by such consolidation or into or with which the Partnership or Guarantor is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Partnership” or the “Guarantor,” as applicable, shall refer instead to the successor entity and not to the Partnership or the Guarantor, as applicable, and may exercise every right and power ofof the Partnership or the Guarantor, the Issuer or such Guarantor as applicable, under this Indenture with the same effect as if such Surviving successor Person had been named as the Issuer Partnership or had been a Guarantor the Guarantor, as applicable, herein; provided, and thereafter however, that (a) the Issuer surviving entity or such Guarantor acquiring entity shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issueri) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or assume all of the Notes issuable hereunder which theretofore shall not Obligations of the acquired or transferring Person incurred under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, as applicable, (ii) acquire and own and operate, directly or through Subsidiaries, all or substantially all of the properties and assets then constituting the assets of the Partnership, the applicable Guarantor or any of their Restricted Subsidiaries, as the case may be, (iii) have been signed by issued, or have a consolidated Subsidiary which has been issued, Gaming Licenses to operate any acquired casino operations and entities substantially in the Issuer manner and delivered to the Trustee; and, upon the order of such Surviving 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 any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant scope operated prior to such provisions transaction, which Gaming Licenses are in full force and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.effect and

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to of the Partnership or any Person Guarantor in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory successor entity formed by such consolidation or into or with which the Partnership or Guarantor is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Partnership” or the “Guarantor,” as applicable, shall refer instead to the successor entity and not to the Partnership or the Guarantor, as applicable, and may exercise every right and power ofof the Partnership or the Guarantor, the Issuer or such Guarantor as applicable, under this Indenture with the same effect as if such Surviving successor Person had been named as the Issuer Partnership or had been a Guarantor the Guarantor, as applicable, herein; provided, and thereafter however, that (a) the Issuer surviving entity or such Guarantor acquiring entity shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issueri) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or assume all of the Notes issuable hereunder which theretofore shall not Obligations of the acquired or transferring Person incurred under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, as applicable, (ii) acquire and own and operate, directly or through Subsidiaries, all or substantially all of the properties and assets then constituting the assets of the Partnership, the applicable Guarantor or any of their Restricted Subsidiaries, as the case may be, (iii) have been signed by issued, or have a consolidated Subsidiary which has been issued, Gaming Licenses to operate any acquired casino operations and entities substantially in the Issuer manner and delivered scope operated prior to such transaction, which Gaming Licenses are in full force and effect and (iv) be in compliance fully with Section 5.01 hereof and (b) the Trustee; and, upon Partnership or the order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and applicable Guarantor shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant an Officers’ Certificate and Opinion of Counsel, subject to such provisions customary assumptions and any Notes which such Surviving exclusions, stating that the proposed transaction complies with this Article 5; provided, further, however, that the predecessor, transferring Person thereafter or surviving entity shall cause not be relieved from the obligation to be signed pay the principal of, premium, if any, and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All Interest on, the Notes so issued shall except in the case of a sale of all respects have of or substantially all of the same legal rank and benefit under this Indenture Partnership’s or Guarantor’s assets, as the Notes theretofore or thereafter issued in accordance with case may be, that meets the terms requirements of this Indenture as though all of such Notes had been issued at the date of the execution Section 5.01 hereof. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. Upon any consolidation consolidation, merger, amalgamation, or merger winding up, in each case including by the Issuer, the Company or any other Guarantor with or into any other Personway of an arrangement, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to any Person of the Issuer or a Subsidiary Guarantor in accordance with Section 5.1, then if such transaction involves the Company5.01, the Surviving successor Person shall expressly assume in formed by such consolidation or into or with which the Issuer or a supplemental indenture in a form satisfactory Subsidiary Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of, of the Issuer or such Guarantor Subsidiary Guarantor, as applicable, under this Indenture Indenture, the Notes and the Note Guarantees with the same effect as if such Surviving successor Person had been named as the Issuer or had been such Subsidiary Guarantor, as applicable, herein; provided that, in the case of a Guarantor hereinlease of all or substantially all its assets, the Issuer shall not be released from the obligation to pay the principal of and interest on the Notes, and thereafter the Issuer or such a Subsidiary Guarantor shall not be discharged released from all its obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving 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 any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriateNote Guarantee.

Successor Entity Substituted. Upon any consolidation consolidation, amalgamation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to any Person of the Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01(a), the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to Successor Company (if other than the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and may exercise every right the Notes, and power ofin such event the Issuer will automatically be released and discharged from its obligations under this 100 Exhibit 4.79 Indenture, the Notes, the Collateral Documents and the Intercreditor Agreements, but in the case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligations to pay the principal of, interest, if any, on the Notes or such Guarantor under this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and any obligation under the NotesCollateral Documents and the Intercreditor Agreements. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, Upon any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving 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 any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance, lease, conveyance or other disposition of all or substantially all of the assets of Intermediate Holdings or a Note Guarantor in accordance with Section 5.01(b), the Successor Note Guarantor (if other than Intermediate Holdings or such changes in phraseology Note Guarantor) will succeed to, and form may be made substituted for, Intermediate Holdings or such Note Guarantor under this Indenture and Intermediate Holdings or such Not Guarantor’s applicable Intermediate Holdings Guarantee or Note Guarantee, and Intermediate Holdings or such Note Guarantor will automatically be released and discharged from its obligations under this Indenture, Intermediate Holdings Guarantee or applicable Note Guarantee, the Collateral Documents and the Intercreditor Agreements, but in the Notes thereafter to case of a lease of all or substantially all of its assets, Intermediate Holdings and the Note Guarantor will not be issued released from its obligations under the Intermediate Holdings Guarantee or Note Guarantee, as may be appropriateapplicable, the Collateral Documents and the Intercreditor Agreements.

Successor Entity Substituted. Upon any consolidation consolidation, merger or merger by the Issuer, the Company or any other Guarantor with or into any other Personconversion, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to of the Issuers or any Person Subsidiary Guarantor in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all successor entity formed by such consolidation or conversion into or with which one of the obligations of the Company under the Indenture and in Issuers or any Subsidiary Guarantor is merged or to which such case the Surviving Person sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, conversion, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company,” “Capital” or the applicable “Subsidiary Guarantor,” as the case may be, shall refer instead to the successor entity and not to the Partnership, Capital or such Subsidiary Guarantor, as the case may be), and may exercise every right and power of, the of an Issuer or such Subsidiary Guarantor under this Indenture with the same effect as if such Surviving successor Person had been named as the an Issuer or had been a Guarantor Subsidiary Guarantor, as applicable, herein; provided, and thereafter however, that the Issuer surviving entity or such Guarantor acquiring entity shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issueri) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or assume all of the Notes issuable hereunder which theretofore shall not obligations of the acquired Person incurred under this Indenture, the Notes, and, if applicable, the Collateral Documents, (ii) acquire and own and operate, directly or through Subsidiaries, all or substantially all of the properties and assets then constituting the assets of the Partnership or the applicable Subsidiary Guarantor, as the case may be, (iii) have been signed by issued, or have a consolidated Subsidiary which has been issued, Gaming Licenses to operate the Issuer acquired casino operations and delivered entities substantially in the manner and scope operated prior to such transaction, which Gaming Licenses are in full force and effect, and (iv) be in compliance fully with Section 5.01 hereof and (v) the Trustee; and, upon Issuers or the order of such Surviving 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 any Notes which previously applicable Subsidiary Guarantor shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for an Officers’ Certificate and Opinion of Counsel, subject to customary assumptions and exclusions, stating that the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under proposed transaction complies with this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriateIndenture.

Successor Entity Substituted. Upon any consolidation consolidation, amalgamation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to any Person of the Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01(a), the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to Successor Company (if other than the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and may exercise every right the Notes, and power ofin such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Issuer or such Guarantor under this Indenture with will not be released from the same effect as obligations to pay the principal of, interest, if such Surviving Person had been named as the Issuer or had been a Guarantor hereinany, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under on the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, Upon any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving 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 any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyancelease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuer in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, and be substituted for, the Co-Issuer under this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the 509335-1996-14206-13941291 Co-Issuer will not be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such changes Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in phraseology such event such Note Guarantor will automatically be released and form may be made discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the Notes thereafter to case of a lease of all or substantially all of its assets, the Note Guarantor will not be issued as may be appropriatereleased from its obligations under its Note Guarantee.