Common use of Successor Substituted Clause in Contracts

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor legal entity may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyanceother disposition of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article 5, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5, except in the case of a lease, shall be released from its liabilities as obligor and maker of the Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, conveyance and following such an upon the assumption by the successor legal entity, all corporation of the obligations under this Indenture and the Securities in the manner described in section accordance with Section 8.01, such successor legal entity corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as a party hereto, and the Company shall thereupon be relieved of any further obligations or liabilities hereunder and upon the Securities and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound-up or liquidated. Such successor legal entity corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession predecessor corporation, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; Trustee and, upon the order of such successor legal entity corporation, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication and any Securities which such successor legal entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale or conveyance, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section Section 8.01, such successor legal entity shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor legal entity may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including or any successor legal entity that has been further substituted which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of the properties and following such assets of the Company substantially as an assumption by entirety in accordance with Section 801, the successor legal entityPerson formed by such consolidation or into which the Company is merged or to which such conveyance, all in the manner described in section 8.01, such successor legal entity transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.ARTICLE NINE

Successor Substituted. In case Upon any consolidation of the Corporation with, or merger of the Corporation into, any such consolidationother Person or any conveyance or transfer of the properties and assets of the Corporation as an entirety or substantially as an entirety in accordance with Section 801, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in Person formed by such consolidation or into which the manner described in section 8.01, Corporation is merged or to which such successor legal entity conveyance or transfer is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Corporation under this Indenture with the same effect as if it such successor Person had been named as the Corporation herein, and thereafter the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Corporation, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Corporation and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Corporation, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Corporation to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor legal entity may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including or any successor legal entity that has been further substituted which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyanceother disposition of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual payment of the Redemption Price due on a Redemption Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article 5, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5, except in the case of a lease, shall be released from its liabilities as obligor and maker of the Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, conveyance and following such an upon the assumption by the successor legal entity, all Person of the obligations under this Indenture and the Securities in the manner described in section 8.01accordance with Section 801, such successor legal entity Person shall succeed to and be substituted for the IssuerCorporation, with the same effect as if it had been named hereinherein as a party hereto, and the Corporation shall thereupon be relieved of any further obligations or liabilities hereunder and upon the Securities and the Corporation as the predecessor Person may thereupon or at any time thereafter be dissolved, wound-up or liquidated. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession predecessor corporation, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Corporation and delivered to the Trustee; Trustee and, upon the order of such successor legal entity Person, instead of the Issuer Corporation, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Corporation to the Trustee for authentication, authentication and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale or conveyance such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity shall succeed to and be substituted for for, and may exercise every right and power of, the Issuer, with the same effect as if it had been named herein; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board or any Officer of the Issuer may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Issuer hereunder. Such successor legal entity may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers Officers of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section Section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section Section 8.01 and this section Section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01corporation, such successor legal entity corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein. Such successor legal entity corporation may cause to be signed, and may issue either in its own name or in the name of the Issuer Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities which such successor legal entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including Company or any successor legal entity that has been further substituted corporation which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be released and discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.Indenture. ARTICLE NINE

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor legal entity may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including or any successor legal entity that has been further substituted which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, conveyance and following such an upon the assumption by the successor legal entity, all Person of the obligations under this Indenture and the Securities in the manner described in section accordance with Section 8.01, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as a party hereto, and the Company shall thereupon be relieved of any further obligations or liabilities hereunder and upon the Securities and the Company as the predecessor Person may thereupon or at any time thereafter be dissolved, wound-up or liquidated. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession predecessor Person, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; Trustee and, upon the order of such successor legal entity Person, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale or conveyance, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company into, any such consolidationother Person or any conveyance or transfer of the properties and assets of the Company as an entirety or substantially as an entirety in accordance with Section 801, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in Person formed by such consolidation or into which the manner described in section 8.01, Company is merged or to which such successor legal entity conveyance or transfer is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein, and thereafter the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section Section 8.01, such successor legal entity shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor legal entity may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section Section 8.01 and this section Section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section Section 8.01 and this section Section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein. Such successor legal entity may cause to be signed, and may issue either in its own name or in the name of the Issuer Company prior to such succession succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including Company or any successor legal entity that has been further substituted which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyance, other disposition of all or substantially all of the consolidated property or assets of the Company and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article 5 the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5 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 Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyanceother disposition of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual payment of the Redemption Price due on a Redemption Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article 5, the Person named as the "Company" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5, except in the case of a lease, shall be released from its liabilities as obligor and maker of the Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyance, other disposition of all or substantially all of the consolidated property or assets of the Company and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual payment of the Redemption Price with respect to all Securities redeemed on any Redemption Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article 5 the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5 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 Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyance, other disposition of all or substantially all of the consolidated property or assets of the Company and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part, except in the case of a lease of all or substantially all of the Company’s consolidated properties or assets. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article V 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 V 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 Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, conveyance or conveyance, other disposition (but not any lease) of all or substantially all of the consolidated property or assets of the Company and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article V 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 V 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 Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In Upon any consolidation of a Guarantor or the Company, as the case may be, with, or merger of such Guarantor or the Company, as the case may be, into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of the properties and following assets of such Guarantor or the Company, as the case may be, substantially as an assumption by entirety in accordance with Section 801, the successor legal entityPerson formed by such consolidation or into which such Guarantor or the Company, all in as the manner described in section 8.01case may be, is merged or to which such successor legal entity conveyance, transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, such Guarantor or the IssuerCompany, as the case may be, under this Indenture with the same effect as if it such successor Person had been named as such Guarantor or the Company, as the case may be, herein. Such successor legal entity may cause to be signed, and may issue either in its own name or thereafter, except in the name case of the Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribeda lease, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) predecessor Person shall be discharged from relieved of all obligations and covenants under this Indenture and the Securities Securities. Upon any substitution pursuant to Section 801(a)(4), the Substitute Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if the Substitute Company had been named as the Company herein, and thereafter, the predecessor Company shall be liquidated relieved of all obligations and dissolvedcovenants under this Indenture and the Securities. Upon any merger and assumption pursuant to Section 801(b), the Absorbing Company shall succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor under this Indenture with the same effect as if the Absorbing Company had been named as the Parent Guarantor herein, and thereafter (to the extent it continues to exist in any form) the predecessor Parent Guarantor shall be relieved of all obligations and covenants under this Indenture and its Guarantee.

Successor Substituted. In case of Upon any such consolidation, consolidation or merger, sale or any sale, assignment, transfer, conveyance, and following such an assumption by lease or other disposition of all or substantially all of the properties or assets of Ventas, Inc. in accordance with Section 5.01, the successor legal entityPerson formed by such consolidation or into which Ventas, all in the manner described in section 8.01Inc. is merged or to which such sale, such successor legal entity assignment, transfer, conveyance or other disposition is made, shall succeed to to, and be substituted for the Issuerfor, and may exercise every right and power of, Ventas, Inc. under this Indenture with the same effect as if it such successor initially had been named as Ventas, Inc. herein. Such successor legal entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Ventas, Inc., any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Ventas, Inc. and delivered to the Trustee; and, upon the order of such successor legal entity successor, instead of the Issuer Ventas, Inc., and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers Officers of the Issuer Ventas, Inc. to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In When a successor assumes all the event obligations of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants its predecessor under this Indenture and the Securities and may following a consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of all or substantially all of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be liquidated and dissolvedreleased from those obligations.

Successor Substituted. In case of Upon any such consolidation, consolidation or merger, sale or any sale, assignment, transfer, conveyance, and following such an assumption by lease or other disposition of all or substantially all of the properties or assets of the Company in accordance with Section 5.01, the successor legal entityPerson formed by such consolidation or into or with which the Company is merged or to which such sale, all in the manner described in section 8.01assignment, such successor legal entity transfer, conveyance, lease or other disposition is made, shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it had such successor Person has been named as the Company herein. Such successor legal entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity successor, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation or merger, or any such sale, assignment, transfer, conveyance, lease or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In When a successor assumes all the event obligations of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants its predecessor under this Indenture and the Securities and may following a consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of all or substantially all of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be liquidated and dissolvedreleased from those obligations.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01Person, such successor legal entity Person shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of any such successor legal entity Person formed by consolidation with the Issuer or into which the Issuer is merged, or which acquires by conveyance or transfer the properties and assets of the Issuer substantially as an entirety, instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including or any successor legal entity that has been further substituted Person which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of the properties and following such assets of the Company substantially as an assumption by entirety in accordance with Section 801, the successor legal entityPerson formed by such consolidation or into which the Company is merged or to which such conveyance, all in the manner described in section 8.01, such successor legal entity transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor legal entity Person may cause to be signedexecuted, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which that such successor legal entity Person thereafter shall cause to be signed executed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all Indenture. In case of any such Securities had been issued at the date of the execution hereof. Any required consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.ARTICLE NINE

Successor Substituted. In case Upon any consolidation of the Company or any such consolidationSubsidiary Guarantor with, mergeror merger of the Company or any Subsidiary Guarantor into, sale any other Person or any transfer, conveyance, sale, lease or other disposition of all or substantially all of the properties and following such assets of the Company or any Subsidiary Guarantor as an assumption by entirety in accordance with Section 8.01, the successor legal entity, all in the manner described in section 8.01, such successor legal entity Person shall succeed to to, and be substituted for for, and may exercise every right and power of, the IssuerCompany or such Subsidiary Guarantor, as the case may be, under this Indenture and the Second Priority Subsidiary Guarantee Agreement with the same effect as if it such successor Person had been named as the Company or such Subsidiary Guarantor, as the case may be, herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture, the Securities and the Second Priority Subsidiary Guarantee Agreement. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer Company prior to such succession succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposepurpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at prior to the date of the execution hereofsuch succession. Any required In case of any such consolidation, merger, sale or conveyance, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company with or into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of all or substantially all the properties and following such an assumption by assets of the Company on a consolidated basis in accordance with Section 8.1, the successor legal entityPerson formed by such consolidation or into which the Company is merged or to which such conveyance, all in the manner described in section 8.01, such successor legal entity transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein, and thereafter the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Debentures. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities Debentures issuable hereunder which that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the written order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities which Debentures that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which Debentures that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Debentures had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities Debentures thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, conveyance and following such an upon the assumption by the successor legal entity, all corporation of the obligations under this Indenture and the Securities in the manner described in section 8.01accordance with Section 801, such successor legal entity corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as a party hereto, and the Company shall thereupon be relieved of any further obligations or liabilities hereunder and upon the Securities and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound-up or liquidated. Such successor legal entity corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession predecessor corporation, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; Trustee and, upon the order of such successor legal entity corporation, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication and any Securities which such successor legal entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale or conveyance such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or sale, conveyance, transfer or lease in which the Company is not the Surviving Entity and following such an upon the assumption by the successor legal entitySurviving Entity, by supplemental indenture, executed and delivered to the Trustee, of the due and punctual payment of the principal of and interest on all in of the manner described in section 8.01Securities, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by the Company, such successor legal entity Surviving Entity shall succeed to to, and be substituted for for, and may exercise every right and power of, the IssuerCompany under this Indenture, with the same effect as if it had been named hereinherein as the party of this first part, and, except in the case of a lease of all or substantially all of the Company’s properties and assets, the Company shall be discharged from its obligations under the Securities and this Indenture. Such successor legal entity Surviving Entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities Securities, issuable hereunder which that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Surviving Entity instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity thereafter Surviving Entity shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale consolidation, merger, sale, conveyance or conveyance transfer, upon compliance with this Article 10 the Person named as the “Company” in accordance with section 8.01 and the first paragraph of this section 8.02 (other than a conveyance by way of lease) the Issuer (including Indenture or any successor legal entity that has been further substituted shall thereafter have become such in accordance with section 8.01 the manner prescribed in this Article 10 may be dissolved, wound up and this section 8.02) liquidated at any time thereafter and such Person shall be discharged from all obligations its liabilities as obligor and covenants under this Indenture and maker of the Securities and may be liquidated and dissolvedfrom its obligations under this Indenture.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, disposition described in Section 9.1 hereof and following such an assumption by the any successor legal entity, all in the manner described in section 8.01Person, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany or a Guarantor, as applicable, with the same effect as if it had been named herein. Such successor legal entity Person substituting the Company may cause to be signedsigned any Security Certificates, and may issue issue, either in its own name or in the name of the Issuer Company, prior to such succession succession, any or all of the Securities issuable hereunder which hereunder, which, theretofore shall not have been signed issued by the Issuer Company, and delivered execute and deliver all related Security Certificates to the Trustee; and, upon the order of such successor legal entity instead . Upon satisfaction of the Issuer and subject to all the terms, conditions and limitations set forth in this Indenture prescribedIndenture, any Security Certificates representing the Trustee shall authenticate and shall deliver any Securities which previously shall that have been previously signed and delivered by the officers an Officer of the Issuer Company to the Trustee for authentication, authentication that the successor Person substituting the Company thereafter signs and any Securities which such successor legal entity thereafter shall cause to be signed and delivered delivers to the Trustee for that purposeauthentication shall be so authenticated by the Trustee. All of the Securities and Guarantees so issued shall shall, in all respects respects, have the same legal rank and benefit under this Indenture as the Securities and Guarantees theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and Guarantees had been issued at the date of the execution of the Security Certificates representing such Securities. In case of any disposition described in Section 9.1 hereof. Any required , such changes in phrasing and form (but not in substance) may be made in the Security Certificates representing the Securities thereafter to be issued thereafter as may be appropriate. In the event of such assumption following any sale or conveyance disposition described in accordance with section 8.01 and this section 8.02 Section 9.1 hereof (other than a conveyance by way of lease) ), the Issuer Company or a Guarantor, as applicable (including any successor legal or other Person that is not the surviving entity that has been further substituted as described in accordance with section 8.01 and this section 8.02) Article 9), shall be discharged from all obligations and covenants under this Indenture Indenture, the Securities and the Securities Guarantees and may be liquidated and dissolved.

Successor Substituted. In case of Upon any such consolidation, consolidation or merger, sale or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and following assets on a Consolidated basis of Publishing, Hollxxxxx Xxxernational or any Restricted Subsidiary Guarantor in accordance with Section 8.01 with respect to which Publishing, Hollxxxxx Xxxernational or such an assumption by Restricted Subsidiary Guarantor is not the continuing corporation, the successor legal entityPerson formed by such consolidation or into which Publishing, all in Hollxxxxx Xxxernational or such Restricted Subsidiary Guarantor is merged or the manner described in section 8.01successor Person to which such sale, such successor legal entity assignment, conveyance, transfer, lease or disposition is made shall succeed to to, and be substituted for for, and may exercise every right and power of, Publishing, Hollxxxxx Xxxernational or such Restricted Subsidiary Guarantor, as the Issuercase may be, under this Indenture, with the same effect as if it such successor had been named as Publishing, Hollxxxxx Xxxernational or such Restricted Subsidiary Guarantor, as the case may be, herein. Such When a successor legal entity assumes all the obligations and covenants of its predecessor under this Indenture or the Securities, the predecessor shall be released from those obligations and covenants; provided that, in the case of a transfer by lease, the predecessor shall not be released from the payment of principal and interest on the Securities or, in the case of Hollxxxxx Xxxernational or a Restricted Subsidiary Guarantor, such Guarantee, as the case may be. Any successor to Publishing described in the foregoing paragraph may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Publishing, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Publishing and delivered to the Trustee; and, upon the order of such successor legal entity successor, instead of the Issuer Publishing, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Publishing to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolvedIndenture.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01Person, such successor legal entity Person shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of any such successor legal entity Person formed by consolidation with the Issuer or into which the Issuer is merged, or which acquires by conveyance or transfer the properties and assets of the Issuer substantially as an entirety, instead of the Issuer and subject to all the terms, conditions and limitations in this Subordinated Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Subordinated Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Subordinated Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including or any successor legal entity that has been further substituted Person which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be discharged from all obligations and covenants under this Subordinated Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01corporation, such successor legal entity corporation shall succeed to and be substituted for the IssuerCompany or the Guarantor, with the same effect as if it had been named herein. Such successor legal entity corporation may cause to be signed, and may issue either in its own name or in the name of the Issuer Company or the Guarantor prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and guaranteed by the Guarantor and delivered to the Trustee; and, upon the order of such successor legal entity corporation instead of the Issuer Company or the Guarantor and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company and the Guarantor to the Trustee for authentication, and any Securities which such successor legal entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including Company, the Guarantor or any successor legal entity that has been further substituted corporation which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be released and discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.Indenture. ARTICLE NINE

Successor Substituted. In case of Upon any such consolidation, consolidation or merger, sale or any sale, assignment, transfer, conveyance, and following such an assumption by lease or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01, the successor legal entityPerson formed by such consolidation or into or with which the Company is merged or to which such sale, all in the manner described in section 8.01assignment, such successor legal entity transfer, conveyance, lease or other disposition is made, shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it had such successor Person has been named as the Company herein. Such successor legal entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity successor, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation or merger, or any such sale, assignment, transfer, conveyance, lease or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In When a successor assumes all the event obligations of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants its predecessor under this Indenture and the Securities and may following a consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of all or substantially all of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be liquidated and dissolvedreleased from those obligations.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01Person, such successor legal entity Person shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of any such successor legal entity Person formed by consolidation with the Issuer or into which the Issuer is merged, or which acquires by conveyance or transfer the properties and assets of the Issuer substantially as an entirety, instead of the Issuer and subject to all the terms, conditions and limitations in this Perpetual Subordinated Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Perpetual Subordinated Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Perpetual Subordinated Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including or any successor legal entity that has been further substituted Person which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be discharged from all obligations and covenants under this Perpetual Subordinated Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of the Corporation with, or merger of the Corporation into, any such consolidationother Person or any conveyance or transfer or lease of the properties and assets of the Corporation substantially as an entirety in accordance with Section 801, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in Person formed by such consolidation or into which the manner described in section 8.01, Corporation is merged or to which such successor legal entity conveyance or transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Corporation under this Indenture with the same effect as if it such successor Person had been named as the Corporation herein, and thereafter the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Corporation, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Corporation and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Corporation, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Corporation to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of Upon any such consolidation, consolidation or merger, sale or any sale, assignment, transfer, conveyance, and following such an assumption by lease or other disposition of all or substantially all of the properties or assets of the Issuer in accordance with Section 5.01, the successor legal entityPerson formed by such consolidation or into which the Issuer is merged or to which such sale, all in the manner described in section 8.01assignment, such successor legal entity transfer, conveyance or other disposition is made, shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Issuer under this Indenture with the same effect as if it such successor initially had been named as the Issuer herein. Such successor legal entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Issuer, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity successor, instead of the Issuer Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers Officers of the General Partner on behalf of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In When a successor assumes all the event obligations of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants its predecessor under this Indenture and the Securities and may following a consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be liquidated and dissolvedreleased from those obligations.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section Section 8.01, such successor legal entity shall succeed to and be substituted for for, and may exercise every right and power of, the Issuer, with the same effect as if it had been named herein; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board or any Officer of the Issuer may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Issuer hereunder. Such successor legal entity may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers Officers of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section Section 8.01 and this section Section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section Section 8.01 and this section Section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyanceother disposition of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual payment of the Investor Repurchase Price with respect to all Securities repurchased on the Investor Repurchase Date, the due and punctual payment of the Redemption Price due on a Redemption Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article 5, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5, except in the case of a lease, shall be released from its liabilities as obligor and maker of the Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01successor, such successor legal entity ^ shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor legal entity may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities of the Issuer which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including or any successor legal entity that has been further substituted which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of Upon any such consolidation, merger, sale sale, assignment, transfer, lease or conveyanceother disposition of all or substantially all of the assets of the Company or the Company and its Restricted Subsidiaries (taken as a whole) in accordance with Section 5.01 above, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity Successor shall succeed to to, and be substituted for for, and may exercise every right and power of, and shall assume every duty and Obligation of, the Issuer, Company under this Indenture with the same effect as if it such Successor had been named as the Company herein. Such successor legal entity When the Successor assumes all Obligations of the Company hereunder, all Obligations of the predecessor shall terminate. If the Successor shall have succeeded to and been substituted for the Company, such Successor may cause to be signed, and may issue either in its own name or in the name of the Issuer Company prior to such succession any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Successor, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities Notes which such successor legal entity Successor thereafter shall cause to be signed and delivered to the Trustee for that purposepurpose (in each instance with notations of Guarantees thereon by the Guarantors). All of the Securities Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture and the Guarantees as though all of such Securities Notes had been issued and endorsed at the date of the execution hereof. Any required In case of any such consolidation, merger, continuance, sale, transfer, conveyance or other disposal, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate. In the event For all purposes of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities Notes, Subsidiaries of any Successor will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and may all Indebtedness, and all Liens on property or assets, of the Successor and its Subsidiaries immediately prior to such transaction or series of transactions shall be liquidated and dissolveddeemed to have been incurred upon such transaction or series of transactions.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, conveyance and following such an upon the assumption by the successor legal entity, all corporation of the obligations under this Indenture and the Securities in the manner described in section accordance with Section 8.01, such successor legal entity corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as a party hereto, and the Company shall thereupon be relieved of any further obligations or liabilities hereunder and upon the Securities and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound-up or liquidated. Such successor legal entity corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession predecessor corporation, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; Trustee and, upon the order of such successor legal entity corporation, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication and any Securities which such successor legal entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale or conveyance, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.50

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity The Successor Company shall succeed to to, and be substituted for, and may exercise every right and power of, Telemundo Holdings under this Indenture, but, in the case of a conveyance, transfer or lease, Telemundo Holdings shall not be released from the obligation to pay the principal of, premium and interest on the Notes. Notwithstanding clauses (ii) and (iii) of Section 8.01, (x) any Restricted Subsidiary may consolidate or merge with and into or transfer all or part of its properties and assets to Telemundo Holdings or another Restricted Subsidiary and (y) Telemundo Holdings may consolidate or merge with and into Telemundo Group. If the Successor Company shall have succeeded to and been substituted for the IssuerTelemundo Holdings, with the same effect as if it had been named herein. Such successor legal entity such Successor Company may cause to be signed, and may issue either in its own name or in the name of the Issuer Telemundo Holdings prior to such succession any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Issuer Telemundo Holdings and delivered to the Trustee; and, upon the order of such successor legal entity Successor Company, instead of the Issuer Telemundo Holdings, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the officers Officers of the Issuer Telemundo Holdings to the Trustee for authentication, and any Securities Notes which such successor legal entity Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture as though all of such Securities Notes had been issued and endorsed at the date of the execution hereof. Any required changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyance, other disposition of all or substantially all of the consolidated property or assets of the Company and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article 5 the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5 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 Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01Person, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany or the Guarantor, as applicable, with the same effect as if it had been named hereinherein and in each Subsidiary Guarantee. Such With respect to any successor legal entity to the Company, such successor Person may cause to be signed, and may issue either in its own name or in the name of the Issuer Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including Company, the Guarantor or any successor legal entity that has been further substituted Person which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be released and discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolvedIndenture.

Successor Substituted. xxi) In case of any such consolidation, merger, sale or sale, conveyance, transfer or lease and following such an upon the assumption by the successor legal entitysuccessor, 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 in of the manner described in section 8.01Notes Outstanding and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor legal entity shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part, and thereupon the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Notes, except the provisions of Section 7.6 to the extent such provisions relate to matters occurring before any such consolidation, merger, sale, conveyance, transfer or other disposition. Such successor legal entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company or any other predecessor obligor on the Notes, any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity successor, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the officers of the Issuer predecessor Company to the Trustee for authentication, and any Securities Notes which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. Any required changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation, amalgamation, arrangement or merger by the Corporation with or into any other Person or any sale or conveyance by the Corporation of all or substantially all of its assets to any Person in accordance with Section 11.1, the successor formed by such consolidation, merger, amalgamation or arrangement or into which the Corporation is merged or to which such sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity conveyance is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Corporation under this Indenture with the same effect as if it such successor had been named as the Corporation herein; and in the event of any such sale or conveyance, the Corporation (which term shall for this purpose mean the Person named as the “Corporation” in the first paragraph of this Indenture or any successor which shall theretofore become such in the manner described in Section 11.1), other than in the case of a lease, shall be discharged from all obligations and covenants under this Indenture and the Securities and may be dissolved and liquidated. Such successor legal entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Corporation, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the TrusteeTrustees; and, and upon the order of such successor legal entity successor, instead of the Issuer Corporation, and subject to all the terms, conditions and limitations in this Indenture prescribed, the U.S. Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Corporation to the Trustee for authenticationU.S. Trustee, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purposeU.S. Trustee. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, amalgamation, arrangement, merger, sale or conveyance such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale assignment, transfer, lease, conveyance or conveyance, other disposition of all or substantially all of the consolidated property or assets of the Issuer and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Notes, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Notes repurchased on each Fundamental Change Repurchase Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture and the Notes to be performed by the Issuer, such successor legal entity shall Person shall, except in the case of a lease of all or substantially all of the Issuer’s consolidated properties or assets, succeed to and be substituted for the Issuer, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which Notes that previously shall have been signed and delivered by the officers Issuer in accordance with Section 2.12 of the Issuer this First Supplemental Indenture to the Trustee for authentication, and any Securities which Notes that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities Notes so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Securities Notes theretofore or thereafter issued in accordance with the terms of this the Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article V the Person named as the “Issuer” in the first paragraph of this First Supplemental Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article V 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 its obligations under the Indenture shall terminate. In case of any such consolidation, merger or any sale, assignment, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities Notes thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of the Issuer or a Guarantor with, or merger of the Issuer or a Guarantor into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of the properties and following such assets of the Issuer or a Guarantor substantially as an assumption by entirety in accordance with Section 801, the successor legal entityPerson formed by such consolidation or into which the Issuer or such Guarantor is merged or to which such conveyance, all in the manner described in section 8.01, such successor legal entity transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Issuer or such Guarantor under this Indenture with the same effect as if it such successor Person had been named as the Issuer or such Guarantor herein, and thereafter, except in the case of any such conveyance, transfer or lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Guaranteed Securities. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession or a Guarantor, any or all of the Guaranteed Securities issuable hereunder which theretofore shall not have been signed by the Issuer or such Guarantor and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer or such Guarantor, as the case may be, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Guaranteed Securities which previously shall have been signed and delivered by the officers of the Issuer or such Guarantor to the Trustee for authentication, authentication pursuant to such provisions and any Guaranteed Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Guaranteed Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guaranteed Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Guaranteed Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Guaranteed Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor legal entity may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section Section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section Section 8.01 and this section Section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. xxii) In case of any such consolidation, merger, sale or conveyance, assignment and following such an upon the assumption by the successor legal entityassignee, 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 in of the manner described in section 8.01Notes Outstanding and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor legal entity assignee shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part, and thereupon the Company shall be relieved of all obligations and covenants under this Indenture and the Notes, except the provisions of Section 7.6 to the extent such provisions relate to matters occurring before any such assignment. Such successor legal entity assignee thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company or any other predecessor obligor on the Notes, any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity successor, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the officers of the Issuer predecessor Company to the Trustee for authentication, and any Securities Notes which such successor legal entity assignee thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. Any required changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyanceother disposition of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article 5, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5, except in the case of a lease, shall be released from its liabilities as obligor and maker of the Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of Upon any such consolidation, consolidation or merger, sale or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and following such an assumption by assets on a Consolidated basis of the Company in accordance with Section 701 with respect to which the Company is not the continuing corporation, the successor legal entityPerson formed by such consolidation or into which the Company is merged or the successor Person to which such sale, all in the manner described in section 8.01assignment, such successor legal entity conveyance, transfer, lease or disposition is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the IssuerCompany under this Indenture, with the same effect as if it such successor had been named hereinas the Company. Such When a successor legal entity assumes all the obligations of its predecessor under this Indenture or the Securities, the predecessor shall be released from those obligations; provided that, in the case of a transfer by lease, the predecessor shall not be released from the payment of principal and interest on the Securities. Any successor to the Company described in the foregoing paragraph may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity successor, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofof this Indenture. Any required changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.ARTICLE EIGHT

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein. Such successor legal entity may cause to be signed, and may issue either in its own name or in the name of the Issuer Company prior to such succession succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer Company and subject to all the terms, conditions and limitations in this Fixed-Term Subordinated Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Fixed-Term Subordinated Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Fixed-Term Subordinated Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including Company or any successor legal entity that has been further substituted which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be discharged from all obligations and covenants under this Fixed-Term Subordinated Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of any such consolidationthe Company with, merger, sale or conveyance, and following such an assumption merger by the Company into, any other Person or any conveyance or transfer of the assets of the Company substantially as an entirety in accordance with Section 801, the successor legal entity, all in Person formed by such consolidation or into which the manner described in section 8.01, Company is merged or to which such successor legal entity conveyance or transfer is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein, and thereafter the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor legal entity corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity corporation, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities which such successor legal entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, or conveyance, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.ARTICLE NINE

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyance, other disposition of all or substantially all of the consolidated property or assets of the Company and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable issued hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article 5 the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5 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 Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01corporation, such successor legal entity corporation shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein. Such successor legal entity corporation may cause to be signed, and may issue either in its own name or in the name of the Issuer Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities which such successor legal entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including Company or any successor legal entity that has been further substituted corporation which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be released and discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.Indenture. Supplemental Indentures

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of the properties and following such assets of the Company substantially as an assumption by entirety in accordance with Section 801, the successor legal entityPerson formed by such consolidation or into which the Company is merged or to which such conveyance, all in the manner described in section 8.01, such successor legal entity transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor legal entity Person may cause to be signedexecuted, and may issue either in its own name or in the name of the Issuer prior to such succession Corporation, any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Issuer Corporation and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Issuer Corporation to the Trustee for authentication, authentication pursuant to such provisions and any Securities which that such successor legal entity Person thereafter shall cause to be signed executed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all Indenture. In case of any such Securities had been issued at the date of the execution hereof. Any required consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.ARTICLE NINE

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, conveyance or conveyance, other disposition (but not any lease) of all or substantially all of the consolidated property or assets of the Company and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual payment of the Redemption Price with respect to all Securities redeemed on each Redemption Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article V 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 V 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 Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01Person, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany or the Guarantor, as applicable, with the same effect as if it had been named hereinherein and in the Parent Guarantee. Such With respect to any successor legal entity to the Company, such successor Person may cause to be signed, and may issue either in its own name or in the name of the Issuer Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including Company, the Guarantor or any successor legal entity that has been further substituted Person which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be released and discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolvedIndenture.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyanceother disposition of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual payment of the Redemption Price due on a Redemption Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article 5, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5, except in the case of a lease, shall be released from its liabilities as obligor and maker of the Securities and its obligations under this Indenture shall terminate. To the extent any assets of the Person who is merged, consolidated or amalgamated with or into the successor Person are assets of the type that would constitute Collateral under the Security Documents, the successor Person will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents; In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein. Such successor legal entity may cause to be signed, and may issue either in its own name or in the name of the Issuer Company prior to such succession succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer Company and subject to all the terms, conditions and limitations in this Perpetual Subordinated Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Perpetual Subordinated Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Perpetual Subordinated Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance, such changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) ), the Issuer (including Company or any successor legal entity that has been further substituted which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be discharged from all obligations and covenants under this Perpetual Subordinated Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of the properties and following such assets of the Company substantially as an assumption by entirety in accordance with Section 801, the successor legal entityPerson formed by such consolidation or into which the Company is merged or to which such conveyance, all in the manner described in section 8.01, such successor legal entity transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named hereinas the Company herein; and in the event of any such conveyance or transfer (but not in the case of a lease) the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.ARTICLE NINE

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyanceother disposition of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual payment of the Redemption Price with respect to all Securities repurchased on each Redemption Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order receipt of a Company Order by such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article 5, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5, except in the case of a lease, shall be released from its liabilities as obligor and maker of the Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In Upon any consolidation of a Guarantor or either Company, as the case may be, with, or merger of such Guarantor or Company, as the case may be, into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of the properties and following assets of such Guarantor or Company, as the case may be, substantially as an assumption by entirety in accordance with Section 801, the successor legal entityPerson formed by such consolidation or into which such Guarantor or Company, all in as the manner described in section 8.01case may be, is merged or to which such successor legal entity conveyance, transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, such Guarantor or Company, as the Issuercase may be, under this Indenture with the same effect as if it such successor Person had been named as such Guarantor or Company, as the case may be, herein. Such successor legal entity may cause to be signed, and may issue either in its own name or thereafter, except in the name case of the Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribeda lease, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) predecessor Person shall be discharged from relieved of all obligations and covenants under this Indenture and the Securities Securities. Upon any substitution pursuant to Section 801(a)(4), the Substitute Company shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Company under this Indenture with the same effect as if the Substitute Company had been named as a Company herein, and thereafter, the predecessor Company shall be liquidated relieved of all obligations and dissolvedcovenants under this Indenture and the Securities. Upon any merger and assumption pursuant to Section 801(b), the Absorbing Company shall succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor under this Indenture with the same effect as if the Absorbing Company had been named as the Parent Guarantor herein, and thereafter (to the extent it continues to exist in any form) the predecessor Parent Guarantor shall be relieved of all obligations and covenants under this Indenture and its Guarantee.

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of the properties and following such assets of the Company substantially as an assumption by entirety in accordance with Section 801, the successor legal entityPerson formed by such consolidation or into which the Company is merged or to which such conveyance, all in the manner described in section 8.01, such successor legal entity transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale or sale, conveyance, transfer or lease and following such an upon the assumption by the successor legal entitySuccessor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on all in of the manner described in section 8.01Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon Conversion and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor legal entity Successor Company shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Successor Company instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which Notes that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which Notes that such successor legal entity Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. Any required In the event of any such 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 Eight 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. In case of any such consolidation, merger, conveyance, transfer or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities Notes thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of the properties and following such assets of the Company substantially as an assumption by entirety in accordance with Section 801, the successor legal entityPerson formed by such consolidation or into which the Company is merged or to which such conveyance, all in the manner described in section 8.01, such successor legal entity transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor legal entity Person may cause to be signedexecuted, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which that such successor legal entity Person thereafter shall cause to be signed executed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all Indenture. In case of any such Securities had been issued at the date of the execution hereof. Any required consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.ARTICLE NINE Supplemental Indentures

Successor Substituted. In case Upon any consolidation or merger of the Company or a Guarantor, or any disposition of all or substantially all of the assets of the Company or the Company and its Restricted Subsidiaries (taken as a whole) in accordance with the foregoing, in which the Company or such consolidationGuarantor is not the continuing obligor under the Notes or its Note Guarantee, mergerthe Person formed by such consolidation or into which the Company or such Guarantor is merged or to which the disposition is made will succeed to, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity shall succeed to and be substituted for for, and may exercise every right and power of, the IssuerCompany or such Guarantor under this Indenture, the Notes and the Note Guarantees with the same effect as if it such Person had been named hereintherein as the Company or such Guarantor; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest, if any, on the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof. Such successor legal entity Guarantor will be released from its Note Guarantee on the conditions set forth in Section 10.04 hereof. If the Successor shall have succeeded to and been substituted for the Company, such Successor may cause to be signed, and may issue either in its own name or in the name of the Issuer Company prior to such succession any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Successor, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities Notes which such successor legal entity Successor thereafter shall cause to be signed and delivered to the Trustee for that purposepurpose (in each instance with notations of Guarantees thereon by the Guarantors). All of the Securities Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture and the Guarantees as though all of such Securities Notes had been issued and endorsed at the date of the execution hereof. Any required In case of any such transaction or series of transactions, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate. In the event For all purposes of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities Notes, Subsidiaries of any Successor will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and may all Indebtedness, and all Liens on assets, of the Successor and its Subsidiaries immediately prior to such transaction or series of transactions shall be liquidated and dissolveddeemed to have been incurred upon such transaction or series of transactions.

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named herein. Such successor legal entity may cause to be signed, and may issue either in its own name or in the name of the Issuer Company prior to such succession succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity instead of the Issuer Company and subject to all the terms, conditions and limitations in this Perpetual Subordinated Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Perpetual Subordinated Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Perpetual Subordinated Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including Company or any successor legal entity that has been further substituted which shall theretofore have become such in accordance with section 8.01 and the manner described in this section 8.02) Article shall be discharged from all obligations and covenants under this Perpetual Subordinated Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company into, any such consolidationother Person or any conveyance or transfer of the properties and assets of the Company as an entirety or substantially as an entirety in accordance with Section 801, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in Person formed by such consolidation or into 45 which the manner described in section 8.01, Company is merged or to which such successor legal entity conveyance or transfer is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein, and thereafter the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of Upon any such consolidation, consolidation or merger, sale or any sale, assignment, transfer, conveyance, and following such an assumption by transfer or other disposition of all or substantially all of the properties or assets of Ventas, Inc. in accordance with Section 5.01, the successor legal entityPerson formed by such consolidation or into which Ventas, all in the manner described in section 8.01Inc. is merged or to which such sale, such successor legal entity assignment, transfer, conveyance or other disposition is made, shall succeed to to, and be substituted for the Issuerfor, and may exercise every right and power of, Ventas, Inc. under this Indenture with the same effect as if it such successor initially had been named as Ventas, Inc. herein. Such successor legal entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Ventas, Inc., any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Ventas, Inc. and delivered to the Trustee; and, upon the order of such successor legal entity successor, instead of the Issuer Ventas, Inc., and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers Officers of the Issuer Ventas, Inc. to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, lease or conveyance, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In When a successor assumes all the event obligations of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants its predecessor under this Indenture and the Securities and may following a consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of 90% or more of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be liquidated and dissolvedreleased from those obligations.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyance, other disposition of all or substantially all of the consolidated property or assets of the Issuer and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of the Indenture and the Securities to be performed by the Issuer, such successor legal entity Person shall succeed to and and, except in the case of a lease of all or substantially all of the Issuer’s consolidated properties or assets, be substituted for the Issuer, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this the Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article V the Person named as the “Issuer” in the first paragraph of this First Supplemental Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article V 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 Securities and its obligations under the Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation or merger of the Company or a Guarantor, or any disposition of all or substantially all of the assets of the Company or the Company and its Restricted Subsidiaries (taken as a whole) in accordance with the foregoing, in which the Company or such consolidationGuarantor is not the continuing obligor under the Notes or its Note Guarantee, mergerthe Person formed by such consolidation or into which the Company or such Guarantor is merged or to which the disposition is made will succeed to, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity shall succeed to and be substituted for for, and may exercise every right and power of, the IssuerCompany or such Guarantor under this Indenture, the Notes and the Note Guarantees with the same effect as if it such Person had been named hereintherein as the Company or such Guarantor and, except in the case of a lease of all or substantially all of such assets, the Company will be released from the obligation to pay the principal of and interest on the Notes and all of the Company’s other obligations and covenants under the Notes and this Indenture. Such successor legal entity Guarantor will be released from its Note Guarantee on the conditions set forth in Section 10.04 hereof. If the Successor shall have succeeded to and been substituted for the Company, such Successor may cause to be signed, and may issue either in its own name or in the name of the Issuer Company prior to such succession any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Successor, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities Notes which such successor legal entity Successor thereafter shall cause to be signed and delivered to the Trustee for that purposepurpose (in each instance with notations of Guarantees thereon by the Guarantors). All of the Securities Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture and the Guarantees as though all of such Securities Notes had been issued and endorsed at the date of the execution hereof. Any required In case of any such transaction or series of transactions, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate. In the event For all purposes of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities Notes, Subsidiaries of any Successor will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and may all Indebtedness, and all Liens on assets, of the Successor and its Subsidiaries immediately prior to such transaction or series of transactions shall be liquidated and dissolveddeemed to have been incurred upon such transaction or series of transactions.

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company into, any such consolidationother Person or any transfer, merger, sale or conveyance, sale, lease or other disposition of all or substantially all of the properties and following such assets of the Company as an assumption by entirety in accordance with Section 8.01, the successor legal entity, all in the manner described in section 8.01, such successor legal entity Person shall succeed to to, and be substituted for for, and may ---- exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer Company prior to such succession succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposepurpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all such Securities of such Securities series had been issued at prior to the date of the execution hereofsuch succession. Any required In case of any such consolidation, merger, sale or conveyance, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, conveyance or conveyance, other disposition (but not any lease) of all or substantially all of the consolidated property or assets of the Company and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article ‎V 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 ‎V 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 Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of Upon any such consolidation, mergermerger or any conveyance or transfer of the properties and assets of either Issuer substantially as an entirety, sale or conveyanceupon transfer and assignment of all obligations of, and following such position as, an assumption by Issuer hereunder, in accordance with Section 7.01, the successor legal entity, all in the manner described in section 8.01, such successor legal entity Successor shall succeed to and be substituted for the Issuerfor, and may exercise every right and power of, an Issuer under this Indenture with the same effect as if it such Successor had been named as an Issuer herein. Such successor legal entity The Successor thereupon may cause to be signed, and may issue either in its own name or in the name of VERITAS Software Corporation or VERITAS Operating Corporation, as the Issuer prior to such succession case may be, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the an Issuer and delivered to the Trustee; and, upon the order of such successor legal entity the Successor instead of the an Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the an Issuer to the Trustee for authentication, and any Securities which such successor legal entity the Successor thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger, sale, conveyance or lease, the person named as the "Company" or "Co-Obligor" in the first paragraph of this Indenture or any successor which shall thereafter have become such in the manner prescribed in this Article 7 may be dissolved, wound up and liquidated at any time thereafter 67 75 and such person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company with or into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of the properties and following such assets of the Company substantially as an assumption by entirety in accordance with Section 801, the successor legal entityPerson formed by such consolidation or into which the Company is merged or to which such conveyance, all in the manner described in section 8.01, such successor legal entity transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and may be dissolved and liquidated. Such successor legal entity Person may cause to be signed, and may issue either in its own name mane or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had has been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.ARTICLE NINE Supplemental Indentures

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of the properties and following such assets of the Company substantially as an assumption by entirety in accordance with Section 801, the successor legal entityPerson formed by such consolidation or into which the Company is merged or to which such conveyance, all in the manner described in section 8.01, such successor legal entity transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein; and in the event of any such conveyance or transfer (but not in the case of a lease) the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.ARTICLE NINE

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of the properties and following such assets of the Company substantially as an assumption by entirety in accordance with Section 801, the successor legal entityPerson formed by such consolidation or into which the Company is merged or to which such conveyance, all in the manner described in section 8.01, such successor legal entity transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.ARTICLE NINE

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyance, other disposition of all or substantially all of the consolidated property or assets of the Company and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual payment of the Redemption Price with respect to all Securities redeemed on any Redemption Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture Table of Contents as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article 5 the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5 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 Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of the properties and following such assets of the Company substantially as an assumption by entirety in accordance with Section 801, the successor legal entityPerson formed by such consolidation or into which the Company is merged or to which such conveyance, all in the manner described in section 8.01, such successor legal entity transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.57

Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity The Successor Company shall succeed to to, and be substituted for, and may exercise every right and power of, Holdings under this Indenture, but, in the case of a conveyance, transfer or lease, Holdings shall not be released from the obligation to pay the principal of, premium and interest on the Notes. Notwithstanding clauses (ii) and (iii) of Section 8.01, (x) any Restricted Subsidiary may consolidate or merge with and into or transfer all or part of its properties and assets to Holdings or another Restricted Subsidiary and (y) Holdings may consolidate or merge with and into Telemundo. If the Successor Company shall have succeeded to and been substituted for the IssuerHoldings, with the same effect as if it had been named herein. Such successor legal entity such Successor Company may cause to be signed, and may issue either in its own name or in the name of the Issuer Holdings prior to such succession any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Issuer Holdings and delivered to the Trustee; and, upon the order of such successor legal entity Successor Company, instead of the Issuer Holdings, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the officers Officers of the Issuer Holdings to the Trustee for authentication, and any Securities Notes which such successor legal entity Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture as though all of such Securities Notes had been issued and endorsed at the date of the execution hereof. Any required changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of Upon any such consolidation, mergeramalgamation or merger or any sale, sale or assignment, transfer, conveyance, and following such an assumption by transfer or other disposition of all or substantially all of the properties or assets of Ventas, Inc. in accordance with Section 5.01, the successor legal entityPerson formed by such consolidation or into which Ventas, all in the manner described in section 8.01Inc. is merged or to which such sale, such successor legal entity assignment, transfer, conveyance or other disposition is made, shall succeed to to, and be substituted for the Issuerfor, and may exercise every right and power of, Ventas, Inc. under this Indenture with the same effect as if it such successor initially had been named as Ventas, Inc. herein. Such successor legal entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Ventas, Inc., any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Ventas, Inc. and delivered to the Trustee; and, upon the order of such successor legal entity successor, instead of the Issuer Ventas, Inc., and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers Officers of the Issuer Ventas, Inc. to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, amalgamation, merger, sale, lease or conveyance, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In When a successor assumes all the event obligations of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants its predecessor under this Indenture and the Securities and may following a consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of all or substantially all of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be liquidated and dissolvedreleased from those obligations.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyanceother disposition of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual payment of the Investor Repurchase Price with respect to all Securities repurchased on each Investor Repurchase Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article 5, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5, except in the case of a lease, shall be released from its liabilities as obligor and maker of the Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company into, any such consolidationother Person or any transfer, merger, sale or conveyance, sale, lease or other disposition of all or substantially all of the properties and following such assets of the Company as an assumption by entirety in accordance with Section 8.01, the successor legal entity, all in the manner described in section 8.01, such successor legal entity Person shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer Company prior to such succession succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity corporation instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposepurpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at prior to the date of the execution hereofsuch succession. Any required In case of any such consolidation, merger, sale or conveyance, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of the Company with, or merger of the Company with or into, any such consolidation, merger, sale other Person or any conveyance, transfer or lease of the properties and following such assets of the Company substantially as an assumption by entirety in accordance with Section 801, the successor legal entityPerson formed by such consolidation or into which the Company is merged or to which such conveyance, all in the manner described in section 8.01, such successor legal entity transfer or lease is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease, the Company shall be discharged from all obligations and covenants under this Indenture and the Debentures and may be dissolved and liquidated. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company, any or all of the Securities Debentures issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities Debentures which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities Debentures which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had Debentures has been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities Debentures thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case Upon any consolidation of the Corporation with, or merger of the Corporation into, any such consolidationother Person or any conveyance or transfer of the properties and assets of the Corporation as an entirety or substantially as an entirety in accordance with Section 801, merger, sale or conveyance, and following such an assumption by the successor legal entity, all in Person formed by such consolidation or into which the manner described in section 8.01, Corporation is merged or to which such successor legal entity conveyance or transfer is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Issuer, Corporation under this Indenture with the same effect as if it such successor 50 57 Person had been named as the Corporation herein, and thereafter the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor legal entity Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Corporation, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Corporation and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Corporation, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Corporation to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, mergermerger or any sale, sale transfer, lease, conveyance or conveyance, other disposition of all or substantially all of the consolidated property or assets of the Company and following such an upon the assumption by the successor legal entityPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all in of the manner described in section 8.01Securities, the due and punctual payment of the Optional Redemption Price on an Optional Redemption Date, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture and the Securities to be performed by the Company, such successor legal entity Person shall succeed to and be substituted for the IssuerCompany, with the same effect as if it had been named hereinherein as the party of the first part, except in the case of a lease of all or substantially all of the Company’s consolidated properties or assets. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities which that previously shall have been signed and delivered by the officers Officers of the Issuer Company to the Trustee for authentication, and any Securities which that such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance with this Article V 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 V 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 Securities and its obligations under this Indenture shall terminate. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of any such consolidation, merger, sale sale, conveyance or conveyance, transfer and following upon any such an assumption by the successor legal entity, all in the manner Person as described in section 8.01Section 11.01, such successor legal entity Person shall succeed to and be substituted for for, and may exercise every right and power of, the IssuerCompany or the Guarantor, as the case may be, under this Indenture with the same effect as if it had been named hereinherein as the Company or the Guarantor, as the case may be. Such successor legal entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession BofA Finance LLC, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity Person, instead of the Issuer Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities which such successor legal entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofthereof. Any required In case of any such consolidation, merger, sale, conveyance or transfer, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Substituted. In case of Upon any such consolidation, merger, sale merger or any conveyance, transfer or lease of the properties and following such assets of the Company substantially as an assumption by entirety, or upon transfer and assignment of all obligations of, and position as, the successor legal entityissuer hereunder, all in accordance with Section 7.01, the manner described in section 8.01, such successor legal entity Successor shall succeed to and be substituted for for, and may exercise every right and power of, the Issuer, Company under this Indenture with the same effect as if it such Successor had been named as the issuer herein. Such successor legal entity The Successor thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession Ventro Corporation, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer Company and delivered to the Trustee; and, upon the order of such successor legal entity the Successor instead of the Issuer Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer Company to the Trustee for authentication, and any Securities which such successor legal entity the Successor thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required 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 7 may be dissolved, wound up and liquidated at any time thereafter and such person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phrasing phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of such assumption following any sale or conveyance in accordance with section 8.01 and this section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in accordance with section 8.01 and this section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.