Common use of Successor Entity to be Substituted Clause in Contracts

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such ---------------------------------- consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition contemplated in Section 11.01 and upon the assumption by the successor entity, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Debentures Debt 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the DebenturesDebt Securities. Such successor entity thereupon may cause to be signed, and may issue either in its own namename or in the name of the Company, any or all of the Debentures Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures Debt Securities which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Debt Securities had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or other disposition lease referred to in Section 8.1 and upon the assumption by the successor 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 premiuminterest, if any, and interest on all of the Debentures 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 CompanyIssuer, such successor entity shall succeed to and be substituted for the CompanyIssuer, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity thereupon may cause to be signed, and may issue in its own name, name any or all of the Debentures Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity instead of the Company Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and shall deliver any Debentures Securities which previously shall have been signed and delivered by the officers of the Company, Issuer to the Trustee or the Authenticating Agent for authentication, and any Debentures Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Securities of the same series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Securities had been issued at the date of the execution hereof. In the event of any such sale or conveyance, but not any such lease, the Issuer or any successor entity which shall theretofore have become such in the manner described in this Article Eight shall be discharged from all obligations and covenants under this Indenture and the Securities and may be dissolved and liquidated. 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 Entity to be Substituted. In case of any such ------------------------------------- consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures Debt 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the DebenturesDebt Securities. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures Debt Securities which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Debt Securities had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyanceconveyance or lease in accordance with Section 12.1, transfer or other disposition and and, where required in accordance with Section 12.1(a) upon the assumption by the successor 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 (including Liquidated Damages, if any) on all of the Debentures Notes 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity thereupon may cause to be signed, and may issue either in its own namename or in the name of Electroglas, Inc. any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures Notes which previously shall have been signed and delivered by the officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures Notes which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures 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 "Company" in the first paragraph of this Indenture or any successor which shall thereafter have become such in the manner prescribed in this Article 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 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 Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyanceconveyance or lease in accordance with Section 12.1, transfer or other disposition and and, where required in accordance with Section 12.1(a) upon the assumption by the successor 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 (including Liquidated Damages, if any) on all of the Debentures Notes 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of Rockford Corporation any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures Notes which previously shall have been signed and delivered by the officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures Notes which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures 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 "Company" in the first paragraph of this Indenture or any successor which shall thereafter have become such in the manner prescribed in this Article 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 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 Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such -------------------------------------- consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the 39 Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures Debt 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the DebenturesDebt Securities. Such successor entity thereupon may cause to be signed, and may issue either in its own namename or in the name of Mercantile Bancorporation Inc., any or all of the Debentures Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures Debt Securities which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Debt Securities had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease (other disposition than the sale, conveyance, transfer or lease of all or substantially all of the Company’s assets to one or more of its Wholly Owned Subsidiaries) and upon the assumption by the successor entitySuccessor 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, accrued and unpaid interest on all of the Debentures 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 and observance of all of the covenants and conditions of this Indenture Indenture, the Amended Registration Rights Agreement and the Registration Rights Agreement to be performed or observed by the Company, such successor entity Successor Entity (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the Companyparty of the first part, and thereupon may thereafter exercise every right and power of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon Company under this Indenture, the DebenturesAmended Registration Rights Agreement and the Registration Rights Agreement. Such successor entity Successor Entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Successor Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture, the Notes, the Amended Registration Rights Agreement and the Registration Rights Agreement. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, amalgamation, arrangement or sale, conveyance, transfer or other disposition lease and upon the assumption by the successor entitySuccessor 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 premiumaccrued and unpaid interest, if any, and interest on all of the Debentures 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 and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such successor entity Successor Entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity Successor Entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Successor Entity (if not the Company) instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, amalgamation, arrangement or sale, conveyance or transfer (but not in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter. In case of any such consolidation, merger, amalgamation, arrangement or sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition lease and upon the assumption by the successor entitySuccessor 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, accrued and unpaid interest on all of the Debentures 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 and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such successor entity Successor Entity (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity Successor Entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Successor Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor entity, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Debentures Debt 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the DebenturesDebt Securities. Such successor entity thereupon may cause to be signed, and may issue either in its own namename or in the name of the Company, any or all of the Debentures Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures Debt Securities which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof.Indenture

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyanceconveyance or lease in accordance with Section 12.1, transfer or other disposition and and, where required in accordance with Section 12.1(a) upon the assumption by the successor 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 (including Liquidated Damages, if any) on all of the Debentures Notes 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of RCN Corporation any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order Company Order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures Notes which previously shall have been signed and delivered by the officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures Notes which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures 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 "Company" in the first paragraph of this Indenture or any successor which shall thereafter have become such in the manner prescribed in this Article 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 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 Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyanceconveyance or lease in accordance with Section 12.1, transfer or other disposition and and, where required in accordance with Section 12.1(a) upon the assumption by the successor 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 (including Liquidated Damages, if any) on all of the Debentures Notes 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of RCN Corporation any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order Company Order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures Notes which previously shall have been signed and delivered by the officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures Notes which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures 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 “Company” in the first paragraph of this Indenture or any successor which shall thereafter have become such in the manner prescribed in this Article 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 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 Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition lease, Extraordinary Transaction or DT Distribution and upon the assumption by the successor entitySuccessor 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 of, accrued and premiumunpaid interest and accrued and unpaid Additional Interest, if any, and interest on all of the Debentures 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 and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such successor entity Successor Entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity Successor Entity thereupon may cause to be signed, and may issue in its own name, name any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Successor Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall shall, upon receipt of a Company Order, authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, conveyance or transfer (but not in the case of a lease), Extraordinary Transaction or DT Distribution, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 10 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease and subject to the Company’s election pursuant to Section 10.02, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, conveyance, transfer or lease, Extraordinary Transaction or DT Distribution, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures 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 CompanyBank, such successor entity shall succeed to and be substituted for the CompanyBank, with the same effect as if it had been named herein as the CompanyBank, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company Bank and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company Bank and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the officers of the CompanyBank, to the Trustee or the Authenticating Agent for authentication, and any Debentures which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition lease and upon the assumption by the successor entitySuccessor 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, accrued and unpaid interest on all of the Debentures 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 and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such successor entity Successor Entity (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the Companyparty of the first part, and thereupon may thereafter exercise every right and power of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the DebenturesCompany under this Indenture. Such successor entity Successor Entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Successor Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ‎Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this ‎Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, conveyance, transfer, sale, conveyance, transfer lease or other disposition and upon the assumption by the successor entitySuccessor 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, accrued and unpaid interest on all of the Debentures 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 and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such successor entity Successor Entity (if not the Company) shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Companyto, and thereupon may exercise every right and power of, the Company under this Indenture and the Notes, and, except in the case of a lease, the predecessor entity shall Company will be relieved of any further liability or obligation hereunder or upon discharged from its obligations under this Indenture and the DebenturesNotes. Such successor entity Successor Entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Successor Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, conveyance, transfer, sale or other disposition (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. In case of any such consolidation, merger, conveyance, transfer, sale, lease or other disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such -------------------------------------- consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof. SECTION 11.3.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition contemplated in Section 11.01 and upon the assumption by the successor entitycorporation, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Debentures Debt 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 Company, such successor entity corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the DebenturesDebt Securities. Such successor entity corporation thereupon may cause to be signed, and may issue either in its own namename or in the name of the Company, any or all of the Debentures Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures Debt Securities which previously shall have been signed and delivered by the officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures Debt Securities which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Debt Securities had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such amalgamation, consolidation, merger, sale, conveyance, transfer or other disposition lease and upon the assumption by the successor entitySuccessor 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 (including any Fundamental Change Purchase Price), the Redemption Price (if applicable) of, accrued and premiumunpaid interest and accrued and unpaid Additional Interest, if any, and interest on all of the Debentures 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 and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such successor entity Successor Entity (if not the Company) shall succeed to and and, shall be substituted for the CompanyCompany and may exercise every right and power of, the Company under the Indenture, with the same effect as if it had been named herein as the party of the first part. Such Successor Entity, if a successor to the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Successor Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such amalgamation, consolidation, merger, conveyance or transfer (but not in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. In case of any such amalgamation, consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures Debt 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the DebenturesDebt Securities. Such successor entity thereupon may cause to be signed, and may issue either in its own namename or in the name of the Company, any or all of the Debentures Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures Debt Securities which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Debt Securities had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures Debt 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the DebenturesDebt Securities. Such successor entity thereupon may cause to be signed, and may issue either in its own namename or in the name of Summit Bancorp., any or all of the Debentures Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures Debt Securities which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Debt Securities had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyanceconveyance or lease in accordance with Section 12.1, transfer or other disposition and and, where required in accordance with Section 12.1(a), upon the assumption by the successor entity, by supplemental indenture, 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 Debentures Notes and the due and punctual performance and or observance of all of the covenants and conditions every covenant of this Indenture on the part of the Company to be performed or observed by the Companyobserved, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity thereupon may cause to be signed, and may issue either in its own namename or in the name of ATS Medical, Inc. any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures Notes which previously shall have been signed and delivered by the officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures Notes which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture. In the event of any such consolidation, merger, sale, conveyance or lease, the Person named as the "Company" in the first paragraph of this Indenture or any successor which shall thereafter have become such in the manner prescribed in this Article XII may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as though all of such Debentures had been issued at the date obligor and maker of the execution hereofNotes 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 Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, merger or conveyance, transfer or other disposition lease and upon the assumption by the successor entitySuccessor 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 premiumaccrued and unpaid interest, if any, and interest on all of the Debentures 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 and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such successor entity Successor Entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity Successor Entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Successor Entity (if not the Company) instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, amalgamation, arrangement or sale, conveyance or transfer (but not in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 10 may be dissolved, wound up and liquidated at any time thereafter. In case of any such consolidation, merger, amalgamation, arrangement or sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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, premium if any, and interest on all of the Debentures 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyanceconveyance or lease in accordance with Section 12.1, transfer or other disposition and and, where required in accordance with Section 12.1(a) upon the assumption by the successor 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 (including Liquidated Damages, if any) on all of the Debentures Notes 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity thereupon may cause to be signed, and may issue either in its own namename or in the name of Electroglas, Inc. any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures Notes which previously shall have been signed and delivered by the officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures Notes which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures 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 “Company” in the first paragraph of this Indenture or any successor which shall thereafter have become such in the manner prescribed in this Article XII and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and may be dissolved, wound up and liquidated at any time thereafter. 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 Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease (other disposition than the sale, conveyance, transfer or lease of all or substantially all of the Company’s assets to one or more of its Wholly Owned Subsidiaries) and upon the assumption by the successor entitySuccessor 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, accrued and unpaid interest on all of the Debentures 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 and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such successor entity Successor Entity (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the Companyparty of the first part, and thereupon may thereafter exercise every right and power of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the DebenturesCompany under this Indenture. Such successor entity Successor Entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Successor Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures Debt 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the DebenturesDebt Securities. Such successor entity thereupon may cause to be signed, and may issue either in its own namename or in the name of National Commerce Bancorporation, any or all of the Debentures Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures Debt Securities which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Debt Securities had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyanceconveyance or lease in accordance with Section 12.1, transfer or other disposition and and, where required in accordance with Section 12.1(a) upon the assumption by the successor 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 (including Liquidated Damages, if any) on all of the Debentures Notes 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity thereupon may cause to be signed, and may issue either in its own namename or in the name of Dave & Buster's, Inc. any or all of the Debentures Notes issuable hereunder which theretofore xxxretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures Notes which previously shall have been signed and delivered by the officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures Notes which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures 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 -66-

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the <PAGE> predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such ---------------------------------- consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof. SECTION 11.3.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease (other disposition than the sale, conveyance, transfer or lease of all or substantially all of the Company’s assets to one or more of its Wholly Owned Subsidiaries) and upon the assumption by the successor entitySuccessor 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, accrued and unpaid interest on all of the Debentures 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 and observance of all of the covenants and conditions of this Indenture and the Registration Rights Agreement to be performed or observed by the Company, such successor entity Successor Entity (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the Companyparty of the first part, and thereupon may thereafter exercise every right and power of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon Company under this Indenture and the DebenturesRegistration Rights Agreement. Such successor entity Successor Entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Successor Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture, the Notes and the Registration Rights Agreement. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures Debt 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the DebenturesDebt Securities. Such successor entity thereupon may cause to be signed, and may issue either in its own namename or in the name of Leucadia National Corporation (but as to which such successor entity, and not Leucadia National Corporation, shall be liable), any or all of the Debentures Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures Debt Securities which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Debt Securities had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition contemplated in Section 11.01 and upon the assumption by the successor entitycorporation, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment obligations of the principal of and premium, if any, and interest on all of the Debentures 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 Companyapplicable predecessor entity referenced in Section 11.01, such successor entity corporation shall succeed to and be substituted for the CompanyCompany or the Guarantor, as the case may be, with the same effect as if it had been named herein as the CompanyCompany or the Guarantor, as the case may be, and thereupon the applicable predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesrelated obligations. Such Any such successor entity to the Company thereupon may 52 cause to be signed, and may issue either in its own namename or in the name of the Company, any or all of the Debentures Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures Debt Securities which previously shall have been signed and delivered by the officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All An the Debentures Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Debt Securities had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyancelease or transfer (other than any such sale, lease or transfer to one or other disposition more of the Company’s Wholly Owned Subsidiaries) and upon the assumption by the successor entitySurviving 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, accrued and unpaid interest on all of the Debentures 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 and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such successor entity Surviving Entity (if not the Company) shall succeed to and be substituted for the CompanyCompany under this Indenture and the Notes, with the same effect as if it had been named herein as the Companyparty of the first part, and thereupon except in the predecessor entity shall be relieved case of any further liability or obligation hereunder or upon the Debenturessuch lease. Such successor entity Surviving Entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Surviving Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Surviving Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. In case of any such consolidation, merger, sale, lease or transfer, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition contemplated in Section 11.01 and upon the assumption by the successor entitycorporation, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment obligations of the principal of and premium, if any, and interest on all of the Debentures 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 Companyapplicable predecessor entity referenced in Section 11.01, such successor entity corporation shall succeed to and be substituted for for. the CompanyCompany or the Guarantor, as the case may be, with the same effect as if it had been named herein as the CompanyCompany or the Guarantor, as the ease may be, and thereupon the applicable predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesrelated obligations. Such Any such successor entity to the Company thereupon may cause to be signed, and may issue either in its own namename or in the name of the Company, any or all of the Debentures Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures Debt Securities which previously shall have been signed and delivered by the officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Debt Securities had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such ------------------------------------ consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition lease and upon the assumption by the successor entitySuccessor 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 (including any Fundamental Change Purchase Price), the Redemption Price (if applicable) of, accrued and premiumunpaid interest and accrued and unpaid Additional Interest, if any, and interest on all of the Debentures Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon exchange of the Notes and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the CompanyCompany and the REIT, such successor entity Successor Entity (if not the Company or the REIT) shall succeed to and and, shall be substituted for the CompanyCompany or the REIT, as the case may be, and may exercise every right and power of, the Company or the REIT, as the case may be, under the Indenture, with the same effect as if it had been named herein as the party of the first part. Such Successor Entity, if a successor to the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Successor Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such amalgamation, consolidation, merger, conveyance or transfer (but not in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture, the Notes and the Registration Rights Agreement. In case of any such amalgamation, consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures Debentures, which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyanceconveyance or lease in accordance with Section 12.1, transfer or other disposition and and, where required in accordance with Section 12.1(a) upon the assumption by the successor 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 (including Liquidated Damages, if any) on all of the Debentures Notes 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of TiVo Inc. any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures Notes which previously shall have been signed and delivered by the officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures Notes which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures 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 "Company" in the first paragraph of this Indenture or any successor which shall thereafter have become such in the manner prescribed in this Article 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 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 Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such amalgamation, consolidation, merger, sale, conveyance, transfer or other disposition lease and upon the assumption by the successor entitySuccessor 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 (including any Fundamental Change Purchase Price), the Redemption Price (if applicable) of, accrued and premiumunpaid interest and accrued and unpaid Additional Interest, if any, and interest on all of the Debentures Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon exchange of the Notes and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the CompanyCompany and the REIT, such successor entity Successor Entity (if not the Company or the REIT) shall succeed to and and, shall be substituted for the CompanyCompany or the REIT, as the case may be, and may exercise every right and power of, the Company or the REIT, as the case may be, under the Indenture, with the same effect as if it had been named herein as the party of the first part. Such Successor Entity, if a successor to the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Successor Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such amalgamation, consolidation, merger, conveyance or transfer (but not in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture, the Notes and the Registration Rights Agreement. In case of any such amalgamation, consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, conveyance, transfer, sale, conveyance, transfer lease or other disposition and upon the assumption by the successor entitySuccessor 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, accrued and unpaid interest on all of the Debentures 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 and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such successor entity Successor Entity (if not the Company) shall succeed to and and, except in the case of a lease of all or substantially all of the Company’s assets, shall be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity Successor Entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Successor Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, conveyance, transfer, sale or other disposition (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. In case of any such consolidation, merger, conveyance, transfer, sale, lease or other disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition contemplated in Section 11.01 and upon the assumption by the successor entity, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Debentures Debt 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the DebenturesDebt Securities. Such successor entity thereupon may cause to be signed, and may issue in its own namename or in the name of the Company, any or all of the Debentures Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures Debt Securities which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Debt Securities had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition contemplated in Section 11.01 and upon the assumption by the successor entitycorporation, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment obligations of the principal of and premium, if any, and interest on all of the Debentures 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 Companyapplicable predecessor entity referenced in Section 11.01, such successor entity corporation shall succeed to and be substituted for the CompanyCompany or the Guarantor, as the case may be, with the same effect as if it had been named herein as the CompanyCompany or the Guarantor, as the case may be, and thereupon the applicable predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesrelated obligations. Such Any such successor entity to the Company thereupon may cause to be signed, and may issue either in its own namename or in the name of the Company, any or all of the Debentures Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures Debt Securities which previously shall have been signed and delivered by the officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Debt Securities had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures 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 CompanyCompany and the Guarantor, such successor entity shall succeed to and be substituted for the CompanyCompany or Guarantor, as applicable, with the same effect as if it had been named herein as the CompanyCompany or Guarantor, as applicable, and thereupon the predecessor entity to the Company or Guarantor, as applicable, shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such ---------------------------------- consolidation, merger, sale, conveyanceconveyance or lease in accordance with Section 12.1, transfer or other disposition and and, where required in accordance with Section 12.1(a) upon the assumption by the successor 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 (including Liquidated Damages, if any) on all of the Debentures Notes 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon party of the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debenturesfirst part. Such successor entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of TiVo Inc. any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures Notes which previously shall have been signed and delivered by the officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures Notes which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures 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 "Company" in the first paragraph of this Indenture or any successor which shall thereafter have become such in the manner prescribed in this Article 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 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 Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor 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 Debentures 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 Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Community Bancorp/Indenture/Floating Rate Authenticating Agent for authentication, and any Debentures which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyancelease or transfer (other than any such sale, lease or transfer to one or other disposition more of the Company’s or the applicable Subsidiary Guarantor’s Wholly Owned Subsidiaries) and upon the assumption by the successor entitySurviving 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, any accrued and interest unpaid Special Interest on all of the Debentures 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 and observance of all of the covenants and conditions of this Indenture to be performed or observed by the CompanyCompany or such Subsidiary Guarantor, as the case may be, such successor entity Surviving Entity (if not the Company or such Subsidiary Guarantor, as the case may be) shall succeed to and be substituted for the CompanyCompany or such Subsidiary Guarantor, as the case may be, under this Indenture and the Notes, with the same effect as if it had been named herein as the party of the first part, except in the case of any such lease. In the case of the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity such Surviving Entity thereupon may cause to be signed, and may issue either in its own namename or in the name of the Company, any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Surviving Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Surviving Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) or the applicable Subsidiary Guarantor (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and (in the case of the Company) maker of the Notes, and from its obligations under this Indenture and the Notes (and, in the case of a Subsidiary Guarantor, the applicable Guarantee). In case of any such consolidation, merger, sale, lease or transfer, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition lease and upon the assumption by the successor entitySuccessor 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 (including any Fundamental Change Purchase Price), the Redemption Price (if applicable) of, accrued and premiumunpaid interest and accrued and unpaid Additional Interest, if any, and interest on all of the Debentures Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon exchange of the Notes and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the CompanyCompany and the REIT, such successor entity Successor Entity (if not the Company or the REIT) shall succeed to and and, shall be substituted for the CompanyCompany or the REIT, as the case may be, and may exercise every right and power of, the Company or the REIT, as the case may be, under the Indenture, with the same effect as if it had been named herein as the party of the first part. Such Successor Entity, if a successor to the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Debentures Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating AgentTrustee; and, upon the order of such successor entity Successor Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver shall deliver, or cause to be authenticated and delivered, any Debentures which Notes that previously shall have been signed and delivered by the officers Officers of the Company, Company to the Trustee or the Authenticating Agent for authentication, and any Debentures which Notes that such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debentures Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures Notes had been issued at the date of the execution hereof. In the event of any such amalgamation, consolidation, merger, conveyance or transfer (but not in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture, the Notes and the Registration Rights Agreement. In case of any such consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.